Exhibit 4.1


 





 



 


ACETO CORPORATION


 


AND


 


CITIBANK, N.A.,


 


as Trustee


 


INDENTURE


 


Dated as of November 16, 2015


 


2.00% Convertible Senior Notes due 2020


 





 






 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 






 


	 	 	Page
	 	 	 
	Article 1
	Definitions
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	References to Interest	12
	 	 	 
	Article 2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section 2.01.	Designation and Amount	12
	Section 2.02.	Form of Notes	12
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	Section 2.04.	Execution, Authentication and Delivery of Notes	14
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	22
	Section 2.07.	Temporary Notes	23
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc	23
	Section 2.09.	CUSIP Numbers	24
	Section 2.10.	Additional Notes; Repurchases	24
	 	 	 
	Article 3
	Satisfaction and Discharge
	 	 	 
	Section 3.01.	Satisfaction and Discharge	24
	 	 	 
	Article 4
	Particular Covenants of the Company
	 	 	 
	Section 4.01.	Payment of Principal and Interest	25
	Section 4.02.	Maintenance of Office or Agency	25
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	25
	Section 4.04.	Provisions as to Paying Agent	25
	Section 4.05.	Existence	27
	Section 4.06.	Rule 144A Information Requirement and Annual Reports	27
	Section 4.07.	Stay, Extension and Usury Laws	29
	Section 4.08.	Compliance Certificate; Statements as to Defaults	29
	Section 4.09.	Further Instruments and Acts	29


 




    	 	i 	 



     


    

 


	Article 5
	Lists of Holders and Reports by the Company and the Trustee
	 	 	 
	Section 5.01.	Lists of Holders	29
	Section 5.02.	Preservation and Disclosure of Lists	30
	 	 	 
	Article 6
	Defaults and Remedies
	 	 	 
	Section 6.01.	Events of Default	30
	Section 6.02.	Acceleration; Rescission and Annulment	31
	Section 6.03.	Additional Interest	32
	Section 6.04.	Payments of Notes on Default; Suit Therefor	33
	Section 6.05.	Application of Monies Collected by Trustee	34
	Section 6.06.	Proceedings by Holders	35
	Section 6.07.	Proceedings by Trustee	36
	Section 6.08.	Remedies Cumulative and Continuing	36
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	37
	Section 6.10.	Notice of Defaults	37
	Section 6.11.	Undertaking to Pay Costs	38
	 	 	 
	Article 7
	Concerning the Trustee
	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	38
	Section 7.02.	Reliance on Documents, Opinions, Etc	40
	Section 7.03.	No Responsibility for Recitals, Etc	41
	Section 7.04.	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	41
	Section 7.05.	Monies and Shares of Common Stock to Be Held in Trust	41
	Section 7.06.	Compensation and Expenses of Trustee	42
	Section 7.07.	Officers’ Certificate as Evidence	42
	Section 7.08.	Eligibility of Trustee	43
	Section 7.09.	Resignation or Removal of Trustee	43
	Section 7.10.	Acceptance by Successor Trustee	44
	Section 7.11.	Succession by Merger, Etc	44
	Section 7.12.	Trustee’s Application for Instructions from the Company	45
	 	 	 
	Article 8
	Concerning the Holders
	 	 	 
	Section 8.01.	Action by Holders	45
	Section 8.02.	Proof of Execution by Holders	46
	Section 8.03.	Who Are Deemed Absolute Owners	46
	Section 8.04.	Company-Owned Notes Disregarded	46
	Section 8.05.	Revocation of Consents; Future Holders Bound	47


 




    	 	ii 	 



     


    

 


	Article 9
	Holders’ Meetings
	 	 	 
	Section 9.01.	Purpose of Meetings	47
	Section 9.02.	Call of Meetings by Trustee	47
	Section 9.03.	Call of Meetings by Company or Holders	48
	Section 9.04.	Qualifications for Voting	48
	Section 9.05.	Regulations	48
	Section 9.06.	Voting	49
	Section 9.07.	No Delay of Rights by Meeting	49
	 	 	 
	Article 10
	Supplemental Indentures
	 	 	 
	Section 10.01.	Supplemental Indentures Without Consent of Holders	49
	Section 10.02.	Supplemental Indentures with Consent of Holders	50
	Section 10.03.	Effect of Supplemental Indentures	51
	Section 10.04.	Notation on Notes	51
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	51
	 	 	 
	Article 11
	Consolidation, Merger, Sale, Conveyance and Lease
	 	 	 
	Section 11.01.	Company May Consolidate, Etc. on Certain Terms	51
	Section 11.02.	Successor Corporation to Be Substituted	52
	Section 11.03.	Opinion of Counsel to Be Given to Trustee	53
	 	 	 
	Article 12
	Immunity of Incorporators, Stockholders, Officers and Directors
	 	 	 
	Section 12.01.	Indenture and Notes Solely Corporate Obligations	53
	 	 	 
	Article 13
	[Intentionally Omitted]
	 	 	 
	Article 14
	Conversion of Notes
	 	 	 
	Section 14.01.	Conversion Privilege	53
	Section 14.02.	Conversion Procedure; Settlement Upon Conversion.	56
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	60
	Section 14.04.	Adjustment of Conversion Rate	62
	Section 14.05.	Adjustments of Prices	72
	Section 14.06.	Shares to Be Fully Paid	72
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	72


 




    	 	iii 	 



     


    

 


	Section 14.08.	Certain Covenants	75
	Section 14.09.	Responsibility of Trustee	75
	Section 14.10.	Notice to Holders Prior to Certain Actions	76
	Section 14.11.	Stockholder Rights Plans	76
	Section 14.12.	Limit on Issuance of Shares of Common Stock Upon Conversion	76
	 	 	 
	Article 15
	Repurchase of Notes at Option of Holders
	 	 	 
	Section 15.01.	[Intentionally Omitted]	77
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	77
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	79
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	80
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	80
	 	 	 
	Article 16
	No Redemption
	 	 	 
	Section 16.01.	No Redemption	81
	 	 	 
	Article 17
	Miscellaneous Provisions
	 	 	 
	Section 17.01.	Provisions Binding on Company’s Successors	81
	Section 17.02.	Official Acts by Successor Corporation	81
	Section 17.03.	Addresses for Notices, Etc	81
	Section 17.04.	Governing Law; Jurisdiction	82
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	82
	Section 17.06.	Legal Holidays	83
	Section 17.07.	No Security Interest Created	83
	Section 17.08.	Benefits of Indenture	83
	Section 17.09.	Table of Contents, Headings, Etc	83
	Section 17.10.	Authenticating Agent	83
	Section 17.11.	Execution in Counterparts	84
	Section 17.12.	Severability	84
	Section 17.13.	Waiver of Jury Trial	84
	Section 17.14.	Force Majeure	85
	Section 17.15.	Calculations	85
	Section 17.16.	USA PATRIOT Act	85
	 	 	 
	EXHIBIT
	Exhibit A	Form of Note	A-1


 




    	 	iv 	 



     


    

 


INDENTURE dated as of November 16, 2015 between
ACETO CORPORATION, a New York corporation, as issuer (the “Company,” as more fully set forth in Section 1.01)
and CITIBANK, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section
1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.00% Convertible Senior Notes due 2020 (the “Notes”), initially
in an aggregate principal amount not to exceed $125,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1


Definitions


 


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


 




    	 	 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-2- 	 



     


    

 


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


 


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


 


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


 


“Common Stock” means the
common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 14.07.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be principally administered,
which office at the date hereof is located at (1) for purposes other than transfers, exchanges or surrender of the Notes, at 388
Greenwich Street, 14th Floor, New York, New York 10013, Attention: Agency & Trust, and (2) for all other purposes, at 480 Washington
Blvd., 18th Floor, Jersey City, N.J. 07310, Attention: Agency and Trust, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such
other address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


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


 




    	 	-3- 	 



     


    

 


“Daily Conversion Value”
means, for each of the 60 consecutive Trading Days during the Observation Period, one-sixtieth of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 60.


 


“Daily Settlement Amount,”
for each of the 60 consecutive Trading Days during the Observation Period, shall consist of:


 


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


 


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


 


“Daily VWAP” means, for each
of the 60 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed
under the heading “Bloomberg VWAP” on Bloomberg page “ACET <equity> AQR” (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of
one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized
independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined
without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-4- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its
Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become the direct
or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity
representing more than 50% of the voting power of the Company’s Common Equity;


 


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


 




    	 	-5- 	 



     


    

 


(c)          the
shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company (other than in a transaction
described in clause (b) above); or


 


(d)          the
Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed or quoted on any of The New
York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Dividend Threshold”
shall have the meaning specified in Section 14.04(d).


 




    	 	-6- 	 



     


    

 


“Initial Purchasers” means
Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Craig-Hallum Capital Group LLC.


 


“Interest Payment Date” means
each May 1 and November 1 of each year, beginning on May 1, 2016.


 


“Last Reported Sale Price”
of the Common Stock on any trading day means the closing sale price per share (or if no closing sale price is reported, the average
of the last bid and last asked prices or, if more than one in either case, the average of the average last bid and the average
last asked prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange
on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange
on the relevant trading day, the “Last Reported Sale Price” shall be the last quoted bid price for the Common
Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the
Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last
bid and last asked prices for the Common Stock on the relevant Trading Day from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose. Any such determination will be conclusive absent manifest error.


 


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


 


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


 


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


 


“Maturity Date” means November
1, 2020.


 


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


 


“Merger Common Stock” shall
have the meaning specified in Section 14.07(e)(i).


 


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


 


“Merger Valuation Percentage”
for any Merger Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of such Merger
Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the definition
of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Merger Event), divided
by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant Merger Valuation
Period.


 




    	 	-7- 	 



     


    

 


“Merger Valuation Period”
for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for
such Merger Event.


 


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


 


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


 


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


 


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


 


“Observation Period” with
respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to May 1, 2020, the 60 consecutive
Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; and (ii) if
the relevant Conversion Date occurs on or after May 1, 2020, the 60 consecutive Trading Days beginning on, and including, the 62nd
Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum” means
the preliminary offering memorandum dated November 9, 2015, as supplemented by the related pricing term sheet dated November 10,
2015, relating to the offering and sale of the Notes.


 


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


 


“Officers’ Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two Officers
of the Company or (b) one Officer of the Company and one of the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or the Controller of the Company. Each such certificate shall include the statements provided for in Section 17.05 if
and to the extent required by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant
to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


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


 




    	 	-8- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Purchase Agreement” means
that certain Purchase Agreement, dated as of November 10, 2015, among the Company and the Initial Purchasers.


 


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


 




    	 	-9- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-10- 	 



     


    

 


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


 


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


 


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


 


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


 


“Trading Price” of the Notes
on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for
$5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably
be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if
only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation
Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities
dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination date shall
be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. Any such
determination will be conclusive absent manifest error.


 


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


 




    	 	-11- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Article
2


Issue, Description,
Execution, Registration and Exchange of Notes


 


Section 2.01.   Designation
and Amount.   The Notes shall be designated as the “2.00% Convertible Senior Notes due 2020.” The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $125,000,000
(as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers
pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), subject to Section
2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other
Notes to the extent expressly permitted hereunder.


 


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


 


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


 




    	 	-12- 	 



     


    

 


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


 


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


 


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


 


(b)          The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company
maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall initially be the Corporate
Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account
of the Depositary or its nominee. The Company shall pay interest (i) on any Physical Notes either by check mailed to each Holder
or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in
immediately available funds to that Holder’s account within the United States, which application shall remain in effect until
the Holder notifies, in writing, the Trustee and the Note Registrar to the contrary or (ii) on any Global Note by wire transfer
of immediately available funds to the account of the Depositary or its nominee.


 




    	 	-13- 	 



     


    

 


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


 


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


 


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


 


Section 2.04.   Execution,
Authentication and Delivery of Notes.   The Notes shall be signed in the name and on behalf of the Company by
the manual or facsimile signature of any of its Officers.


 




    	 	-14- 	 



     


    

 


At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company
Order and an Officers’ Certificate and an Opinion of Counsel in accordance with Section 17.05 of this Indenture for the authentication
and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without
any further action by the Company hereunder. In authenticating such Notes, and accepting the additional responsibilities under
this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon,


 


(i)        an
Opinion of Counsel stating,


 


(a)        that
the form or forms of such Notes have been established in conformity with the provisions of this Indenture;


 


(b)        that
the terms of such Notes have been established in conformity with the provisions of this Indenture; and


 


(c)        that
such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Notes; and


 


(ii)         an
Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default
with respect to any of the Notes shall have occurred and be continuing.


 


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


 


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


 




    	 	-15- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-16- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	-17- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Any Note (or security issued in exchange or
substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that
has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities
Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such
Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or
Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(c)
and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender
any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence have
been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global
Note so exchanged therefor shall not bear the restrictive legend specified in this Section 2.05(c)
and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of
the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common
Stock issued upon conversion of the Notes has been declared effective under the Securities Act.


 




    	 	-18- 	 



     


    

 


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


 


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


 


If (i) the Depositary notifies the Company that
the Depositary is unwilling, unable or no longer permitted under applicable law to continue as depositary for the Global Notes
and the Company does not appoint another institution to act as depositary within 90 days, (ii) the Company notifies the Trustee
that the Company wishes to terminate the Global Notes (or reduce the principal amount of the Global Notes) and the beneficial owners
of each Note affected thereby consent to such termination or (iii) an Event of Default has occurred, and is continuing, with regard
to the Notes represented by the relevant Global Note, such Event of Default has not been cured or waived and the owner of a beneficial
interest in the Global Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute,
and the Trustee, upon receipt of an Officers’ Certificate, a Company Order and an Opinion of Counsel for the authentication
and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner
in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest
and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof)
in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes,
and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.


 


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


 




    	 	-19- 	 



     


    

 


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


 


None of the Company, the Trustee or any agent
of the Company or the Trustee shall have any responsibility or liability to any beneficial owner of a Global Note, member of, or
participant in, DTC or other Person for any aspect of the records relating to or the delivery of any notice (including any Fundamental
Change Repurchase Notice) or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. All notices and communications to be given to the Holders
and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered
Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall
be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected
in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.


 


The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members
or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents
shall have any responsibility for any actions taken or not taken by DTC.


 


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


 




    	 	-20- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-21- 	 



     


    

 


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


 


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


 


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


 


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


 




    	 	-22- 	 



     


    

 


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


 


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


 


Section 2.08.   Cancellation
of Notes Paid, Converted, Etc.   The Company shall cause all Notes surrendered for the purpose of payment, repurchase,
registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s
agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall
be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after
such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request in a Company
Order.


 




    	 	-23- 	 



     


    

 


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


 


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


 


Article
3


Satisfaction and
Discharge


 


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


 




    	 	-24- 	 



     


    

 


Article
4


Particular Covenants
of the Company


 


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


 


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


 


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


 


The Company hereby initially designates the
Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency
in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. In acting hereunder and in connection with the Notes, the Paying Agent, Note Registrar,
Custodian and Conversion Agent shall act solely as an agent of the Company, and will not thereby assume any obligation towards
or relationship of agency or trust for or with any Holder.


 


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


 


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


 




    	 	-25- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-26- 	 



     


    

 


(d)          Any
money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on
and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the
Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall
be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and
shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Common Stock remain unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money and shares of Common Stock then remaining will be repaid or delivered to the Company.


 


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


 


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


 


(b)          The
Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company
files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of
this Section 4.06(b) at the time such documents are filed via the EDGAR system.


 


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


 




    	 	-27- 	 



     


    

 


(d)          If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder
and other than reports on Form 8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the
Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the aggregate principal amount of the
Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing
or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (or Holders that have been
the Company’s Affiliates at any time during the three months preceding) without restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that the Company is required
to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports
that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 


(e)          If,
and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders
that were the Company’s Affiliates at any time during the three months preceding (without restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the
Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding
until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted
CUSIP and the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that were the Company’s
Affiliates at any time during the three months preceding) (without restrictions pursuant to U.S. securities laws or the terms of
this Indenture or the Notes).


 


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


 


(g)          The
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu
of, any Additional Interest that may be payable pursuant to Section 6.03, provided that in no event shall the rate of any
Additional Interest payable in accordance with (d), when taken together with that of Additional Interest payable pursuant to Section
6.03, exceed a total rate of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement
to pay such Additional Interest.


 


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


 




    	 	-28- 	 



     


    

 


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


 


Section 4.08.   Compliance
Certificate; Statements as to Defaults.   The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Company (beginning with the fiscal year ending on June 30, 2016) an Officers’ Certificate
stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then
required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof and whether they
have knowledge of any Default that occurred during the previous year. Delivery of such reports and documents to the Trustee is
for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein.


 


In addition, the Company shall deliver to the
Trustee, as soon as possible, and in any event within 30 days after the Company has knowledge of the occurrence of any Event of
Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and
the action that the Company is taking or proposing to take in respect thereof.


 


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


 


Article
5


Lists of Holders
and Reports by the Company and the Trustee


 


Section 5.01.   Lists of Holders.   The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days
after each April 15 and October 15 in each year beginning with April 15, 2016, and at such other times as the Trustee may request
in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except
that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 




    	 	-29- 	 



     


    

 


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


 


Article
6


Defaults and Remedies


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)           failure
by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes
then outstanding (a copy of which notice, if given by Holders, must also be given to the Trustee) has been received by the Company
to comply with any of its agreements contained in the Notes or this Indenture (other than a covenant or warranty default or breach
that is specifically provided for elsewhere in this Section 6.01 or which does not apply to the Notes), which notice shall state
that it is a “Notice of Default” hereunder;


 


(g)          default
by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may
be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in an aggregate amount greater
than $5,000,000 (or its foreign currency equivalent at the time), whether such indebtedness now exists or shall hereafter be created
(i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal
or interest of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of
acceleration or otherwise; if such default is not cured or waived, or such acceleration is not rescinded, within 30 days, after
written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, in accordance with this Indenture;


 




    	 	-30- 	 



     


    

 


(h)          a
final judgment or judgments for the payment, in the aggregate, of $5,000,000 (or its foreign currency equivalent at the time) or
more (excluding any amounts covered by insurance or bond) rendered against the Company or any Subsidiary of the Company by a court
of competent jurisdiction, which judgment or judgments are not discharged, stayed, vacated, paid or otherwise satisfied within
60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on
which all rights to appeal have been extinguished;


 


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


 


(j)           an
involuntary case or other proceeding shall be commenced against the Company seeking liquidation, reorganization or other relief
with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any substantial part
of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive
days.


 


Section 6.02.   Acceleration;
Rescission and Annulment.   If one or more Events of Default shall have occurred and be continuing (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then,
and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to
the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice
in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid
interest on, all then outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become
and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding.
In addition, upon an Event of Default arising under Section 6.01(i) or Section 6.01(j)
above with respect to the Company, 100% of the principal of, and accrued and unpaid interest on, the Notes shall become
and shall automatically be immediately due and payable.


 




    	 	-31- 	 



     


    

 


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


 


Section 6.03.   Additional
Interest.   Notwithstanding anything in this Indenture or in the Notes to the contrary the sole remedy for an
Event of Default pursuant to Section 6.01(f) relating to the Company’s failure to comply with its obligations as set forth
in Section 4.06(b) during the 270-day period beginning on, and
including, the day on which such an Event of Default occurs during which such Event of Default is continuing (and neither waived
nor cured) shall, for the first 180 days after the occurrence of such
an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25%
per annum of the principal amount of the Notes outstanding for each day and for the 90 days following the first 180-day period
after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes
at a rate equal to 0.50% per annum on the principal amount of the Notes outstanding for each day. Additional Interest that is payable
pursuant to the foregoing provisions shall be payable in arrears on each Interest Payment Date following accrual in the same manner
as regular interest on the Notes. On the 271st day after the date on which such Event of Default occurred (if such Event of Default
has not been cured or waived prior to such 271st day), the Notes shall be immediately subject to acceleration as provided in Section
6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event
of Default other than the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b). In the event
the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the
Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject
to acceleration upon an Event of Default with regard thereto as provided in Section 6.02. In no event shall Additional Interest
accrue at a rate per annum in excess of 0.25% or 0.50%, as the case may be, pursuant to this Indenture, regardless of the number
of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this paragraph. With regard
to any violation specified in this paragraph, no Additional Interest shall accrue, and no right to declare the principal or other
amounts due and payable in respect of the Notes shall exist, after such violation has been cured.


 




    	 	-32- 	 



     


    

 


In no event shall the rate of any Additional
Interest payable as a result of the Company’s failure to timely file any document or report that it is required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable, under Section 4.06(d), when taken together with
that of Additional Interest payable as described in this Section 6.03, exceed a total rate of 0.50% per annum, regardless of the
number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 


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


 


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


 




    	 	-33- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	-34- 	 



     


    

 


First, to the payment of all amounts
due the Trustee under Section 7.06 and any other agents hereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-35- 	 



     


    

 


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


 


(e)          no
direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by
the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to
Section 6.09,


 


it being understood and intended, and being expressly
covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders
shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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


 


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


 


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


 




    	 	-36- 	 



     


    

 


Section 6.09.   Direction
of Proceedings and Waiver of Defaults by Majority of Holders.   The Holders of a majority of the aggregate principal
amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with
any rule of law or with this Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction, and (c) subject to Section 7.01, the Trustee will be under no obligation to exercise any of the rights or
powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity
or security reasonably satisfactory to it against any loss, liability or expense that might be reasonably incurred by it in compliance
with such request or direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal liability, it being understood that (subject to Section
7.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder.
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section
8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences
except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change
Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by
the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes within the time period required
hereunder or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended
without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes
and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.


 


Section 6.10.   Notice of
Defaults.   The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible
Officer has actual knowledge, mail to all Holders as the names and addresses of such Holders appear upon the Note Register, notice
of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such
notice; provided that, except in the case of a Default in the payment of the principal of (including the Fundamental Change
Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of
the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as a committee
of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the
Holders.


 




    	 	-37- 	 



     


    

 


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


 


Article
7


Concerning the
Trustee


 


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


 


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


 


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


 


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


 




    	 	-38- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-39- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything in this Indenture to the contrary,
in no event shall the Trustee be liable for any consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action
other than any such loss or damage caused by the Trustee’s willful misconduct or gross negligence. The Trustee shall not
be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer
shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall
have been given to the Trustee by the Company or by any Holder of the Notes.


 




    	 	-40- 	 



     


    

 


Section 7.03.   No Responsibility
for Recitals, Etc.   The recitals contained herein and in the Notes (except in the Trustee’s certificate
of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. Neither
the Trustee nor any authenticating agent shall be accountable for the use or application by the Company of any Notes or the proceeds
of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.


 


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


 


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


 




    	 	-41- 	 



     


    

 


Section 7.06.   Compensation
and Expenses of Trustee.   The Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder in any capacity (which shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing
between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture
in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel
and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its
gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). The Company also covenants
to indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection
herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability
or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors, agents
or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance
or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves
against any claim of liability in the premises (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify
the Company promptly of any third-party claim for which it may seek indemnity of which it has received written notice. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder unless, and solely to the extent
that, such failure materially prejudices the Company’s defense of such claim. The Company shall defend the claim, with counsel
reasonably satisfactory to the Trustee, and the Trustee shall provide reasonable cooperation at the Company’s expense in
the defense; provided that if the defendants in any such claim include both the Company and the Trustee and the Trustee
shall have concluded that there may be legal defenses available to it that are different from or additional to those available
to the Company, or the Trustee has concluded that there may be any other actual or potential conflicting interests between the
Company and the Trustee, the Trustee shall have the right to select separate counsel and the Company shall be required to pay the
reasonable fees and expenses of such separate counsel. Any settlement that affects the Trustee may not be entered into without
the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to
the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act
by or on behalf of the Trustee. Any settlement by the Trustee that affects the Company may not be entered into without the written
consent of the Company, unless such settlement does not include a statement or admission of fault, culpability or failure to act
by or on behalf of the Company. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes
are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section
6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment
of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company and to
secure the Company’s payment obligations of the Company in this Section 7.06, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee, in its capacity as the Trustee, other than money or property held
in trust to pay principal of and interest, if any, on particular Notes. The obligation of the Company under this Section 7.06 shall
survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee. The Company need
not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided
in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee (including the reasonable fees
and expenses of its agents and counsel).


 


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


 


Section 7.07.   Officers’
Certificate as Evidence.   Except as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,
in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of gross negligence
or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture upon the faith thereof.


 




    	 	-42- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-43- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-44- 	 



     


    

 


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


 


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


 


Article
8


Concerning the
Holders


 


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


 




    	 	-45- 	 



     


    

 


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


 


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


 


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


 




    	 	-46- 	 



     


    

 


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


 


Article
9


Holders’
Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-47- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	-48- 	 



     


    

 


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


 


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


 


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


 


Article
10


Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)          to
secure the Notes;


 


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


 


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


 




    	 	-49- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)          change
the ranking of the Notes; or


 


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


 




    	 	-50- 	 



     


    

  


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


 


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


 


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


 


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


 


Section 10.05.  Evidence of
Compliance of Supplemental Indenture to Be Furnished Trustee.  In addition to the documents required by Section 17.05,
the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture.


 


Article
11


Consolidation,
Merger, Sale, Conveyance and Lease


 


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


 




    	 	-51- 	 



     


    

 


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


 


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


 


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


 


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


 




    	 	-52- 	 



     


    

 


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


 


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


 


Article
12


Immunity of
Incorporators, Stockholders, Officers and Directors


 


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


 


Article
13


[Intentionally
Omitted]


 


Article
14


Conversion
of Notes


 


Section 14.01.  Conversion
Privilege.  (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall
have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal
amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b),
at any time prior to the close of business on the Business Day immediately preceding May 1, 2020 under the circumstances and during
the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after May
1, 2020 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each
case, at an initial conversion rate of 30.1069 shares of Common Stock (subject to adjustment as provided in this
Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance
with, the settlement provisions of Section 14.02, the “Conversion Obligation”).


 




    	 	-53- 	 



     


    

 


(b)       (i) Prior to the close of business
on the Business Day immediately preceding May 1, 2020, a Holder may surrender all or any portion of its Notes for conversion at
any time during the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder
of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product
of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day.  The
Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading
Price set forth in this Indenture.  The Company shall provide written notice to the Bid Solicitation Agent (if other
than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition
of Trading Price, along with appropriate contact information for each.  The Bid Solicitation Agent (if other than the
Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested
such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation
Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder
provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would
be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate
on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine,
or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount
of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount
of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate.  If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation
Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence,
or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination,
or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided
in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less
than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day the Company
or the Bid Solicitation Agent fails to do so.  If the Trading Price condition set forth above has been met, the Company
shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee).  If, at any time after
the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than
or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company
shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).  


 




    	 	-54- 	 



     


    

 


(ii)        If, prior to the close
of business on the Business Day immediately preceding May 1, 2020, the Company elects to:


 


(A)       issue to all or substantially
all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days
after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that
is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending
on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 


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


 


then, in either case, the Company shall notify all Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 70 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution.  Once the Company has given such notice, a Holder may surrender all or any portion
of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding
the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution
will not take place, in each case, even if the Notes are not otherwise convertible at such time. A Holder may not convert any of
its Notes pursuant to this Section 14.01(b)(ii)(B) if the Company provides that Holders of the Notes shall participate, at the
same time and upon the same terms as holders of the Common Stock and as a result of holding the Notes, in the relevant transaction
described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion
Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.  


 


(iii)        If, prior to the close
of business on the Business Day immediately preceding May 1, 2020, a transaction or event that constitutes a Fundamental Change
or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to repurchase the
Notes pursuant to Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or
lease of all or substantially all of its assets, in each case, pursuant to which the Common Stock would be converted into cash,
securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time on or after
the date that is 70 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the
Business Day after the Company gives notice of such transaction or event) until the close of business, (i) if such transaction
or event also constitutes a Fundamental Change, on the Business Day immediately preceding the related Fundamental Change Repurchase
Date and (ii) otherwise, on the 35th Trading Day immediately following the effective date of such transaction or event.  The
Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such transaction or event (x)
as promptly as practicable following the date the Company publicly announces such transaction or event but in no event less than
70 Scheduled Trading Days prior to the anticipated effective date of such transaction or event or (y) if the Company does not have
knowledge of such transaction or event at least 70 Scheduled Trading Days prior to the anticipated effective date of such transaction,
within three Business Days of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction
or event, but in no event later than the actual effective date of such transaction.


 




    	 	-55- 	 



     


    

 


(iv)        Prior to the close of
business on the Business Day immediately preceding May 1, 2020, a Holder may surrender all or any portion of its Notes for conversion
at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2015 (and only during such
calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive)
during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is
greater than or equal to 130% of the Conversion Price on each applicable Trading Day.  The Company shall determine at
the beginning of each calendar quarter commencing after December 31, 2015 whether the Notes may be surrendered for conversion in
accordance with this clause (iv) and shall notify the Conversion Agent (if other than the Trustee) and the Trustee if the Notes
become convertible in accordance with this clause (iv).


 


Section 14.02.  Conversion
Procedure; Settlement Upon Conversion.  


 


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


 


(i)          All conversions for which
the relevant Conversion Date occurs on or after May 1, 2020 shall be settled using the same Settlement Method.  


 


(ii)         Except for any conversions
for which the relevant Conversion Date occurs on or after May 1, 2020, the Company shall use the same Settlement Method for all
conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with
respect to conversions with different Conversion Dates.


 




    	 	-56- 	 



     


    

 


(iii)        If, in respect of any
Conversion Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Company
elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion
Date (or such period, as the case may be), the Company shall instruct the Trustee to deliver such Settlement Notice to converting
Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case
of any conversions for which the relevant Conversion Date occurs on or after May 1, 2020, no later than May 1, 2020).  If
the Company does not elect a Settlement Method with respect to a specific Conversion Date prior to the deadline set forth in the
immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with
respect to that Conversion Date and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion
Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to equal $1,000.  Such
Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant
Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes.  If the Company delivers
a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar
Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount
of Notes shall be deemed to be $1,000.  In addition, and notwithstanding any Settlement Method election to the contrary,
the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar
Amount per $1,000 principal amount of Notes shall be deemed to equal $1,000, in respect of any conversions for which the Conversion
Date occurs prior to the date the Company receives shareholder approval to increase the number of its authorized but unissued shares
of Common Stock that are not reserved for other purposes by 5,181,951 shares or more. The Company shall promptly notify the Trustee,
the Conversion Agent and the Holders of Notes following receipt of such shareholder approval.


 


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


 


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


 


(B)         if the Company elects
to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting
Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion
Values for each of the 60 consecutive Trading Days during the related Observation Period; and


 


(C)         if the Company elects
(or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the
Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement
Amount equal to the sum of the Daily Settlement Amounts for each of the 60 consecutive Trading Days during the related Observation
Period, together with cash in lieu of fractional shares, if any.  


 




    	 	-57- 	 



     


    

 


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


 


(b)         Subject to Section 14.02(e),
before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of
a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest
payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required,
pay all taxes and duties, if any, and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable
notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted
and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock
to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company
or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if
required, furnish appropriate endorsements and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if
required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth
in Section 14.02(h).  The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion
pursuant to this Article 14 on the Conversion Date for such conversion.  No Notice of Conversion with respect to any
Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company
in respect of such Notes, except to the extent that a portion of such Holder’s Notes is not subject to such Fundamental Change
Repurchase Notice, and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.


 


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


 




    	 	-58- 	 



     


    

 


(c)         A Note shall be deemed to have been
converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has
complied with the requirements set forth in subsection (b) above.  Except as set forth in ‎Section 14.03(b)Section
14.07(a) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion
Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement,
or on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement
Method.  If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued,
and deliver (if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number
of shares of Common Stock to which such Holder shall be entitled, in certificate form or in book-entry format, in satisfaction
of the Company’s Conversion Obligation.


 


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


 


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


 


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


 


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


 




    	 	-59- 	 



     


    

 


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


 


(i)          The Person in whose name the shares
of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on (1)
the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or (2)
the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by
Combination Settlement), as the case may be.  Upon a conversion of Notes, such Person shall no longer be a Holder of
such Notes surrendered for conversion.


 


(j)          The Company shall not issue any
fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share
of Common Stock issuable upon conversion based on (1) the Daily VWAP for the relevant Conversion Date, or if such Conversion Date
is not a Trading Day, the immediately preceding Trading Day (in the case of Physical Settlement) or (2) based on the Daily VWAP
for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered
for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion
thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional
shares remaining after such computation shall be paid in cash.  


 


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


 




    	 	-60- 	 



     


    

 


(b)         Upon surrender of Notes for conversion
in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii), the Company shall , at its option, satisfy
the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section
14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely
of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation
shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied
by such Stock Price.  In such event, the Conversion Obligation shall be paid to Holders in cash on the third Business
Day following the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental
Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.


 


(c)         The number of Additional Shares,
if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date
on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price
(the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental
Change.  If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental
Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share.  Otherwise,
the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the ten Trading Day period ending
on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.  The
Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend
Date, Effective Date (as such term is used in Section 14.04) or expiration date of the event occurs during such five consecutive
Trading Day period.


 


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


 


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


 




    	 	-61- 	 



     


    

 


	 	 	Stock Price	 
	Effective Date	 	$25.55	 	 	$30.00	 	 	$32.00	 	 	$33.21	 	 	$35.00	 	 	$40.00	 	 	$45.00	 	 	$50.00	 	 	$60.00	 	 	$80.00	 	 	$100.00	 	 	$120.00	 
	November 16, 2015	 	 	9.0320	 	 	 	6.1837	 	 	 	5.2678	 	 	 	4.7934	 	 	 	4.1826	 	 	 	2.9123	 	 	 	2.0749	 	 	 	1.5056	 	 	 	0.8232	 	 	 	0.2584	 	 	 	0.0675	 	 	 	0.0027	 
	November 1, 2016	 	 	9.0320	 	 	 	5.8990	 	 	 	4.9616	 	 	 	4.4800	 	 	 	3.8643	 	 	 	2.6058	 	 	 	1.7996	 	 	 	1.2672	 	 	 	0.6548	 	 	 	0.1833	 	 	 	0.0397	 	 	 	0.0006	 
	November 1, 2017	 	 	9.0320	 	 	 	5.5940	 	 	 	4.6188	 	 	 	4.1229	 	 	 	3.4960	 	 	 	2.2468	 	 	 	1.4804	 	 	 	0.9968	 	 	 	0.4738	 	 	 	0.1114	 	 	 	0.0155	 	 	 	0.0000	 
	November 1, 2018	 	 	9.0320	 	 	 	5.2040	 	 	 	4.1669	 	 	 	3.6489	 	 	 	3.0051	 	 	 	1.7770	 	 	 	1.0796	 	 	 	0.6740	 	 	 	0.2810	 	 	 	0.0506	 	 	 	0.0016	 	 	 	0.0000	 
	November 1, 2019	 	 	9.0320	 	 	 	4.5540	 	 	 	3.4041	 	 	 	2.8509	 	 	 	2.1914	 	 	 	1.0620	 	 	 	0.5364	 	 	 	0.2880	 	 	 	0.0987	 	 	 	0.0116	 	 	 	0.0000	 	 	 	0.0000	 
	November 1, 2020	 	 	9.0320	 	 	 	3.2264	 	 	 	1.1431	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)        if the Stock Price is
greater than $120.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of
the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and


 


(iii)       if the Stock Price is
less than $25.55 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the
table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes be increased on account of a Make-Whole Fundamental Change to exceed
39.1389 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate is required to be adjusted pursuant
to Section 14.04.


 


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


 


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


 


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


 




    	 	-62- 	 



     


    

 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable; and
	 	 	 
	OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


 


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


 


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


 





 


where,


 


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


 




    	 	-63- 	 



     


    

 


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


 


Any increase made under this Section 14.04(b) shall be made
successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of
business on the Ex-Dividend Date for such issuance.  To the extent that such rights, options or warrants are not exercised
prior to their expiration or shares of the Common Stock are not delivered upon the expiration of such rights, options or warrants,
the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the increase with respect to the
issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually
delivered.  If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised
prior to their expiration, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such
Ex-Dividend Date for such issuance had not occurred.


 


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


 


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


 




    	 	-64- 	 



     


    

 





 


where,


 


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


 


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


 


With respect to an adjustment pursuant to
this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital
Stock of any class or series, or similar equity interest, of or relating to any of the Company’s business units or any current
or future Subsidiaries, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon
the consummation of the dividend or distribution) on a U.S. national securities exchange (a “Spin-Off”), the
Conversion Rate shall be increased based on the following formula:


 




    	 	-65- 	 



     


    

 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.


 


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


 




    	 	-66- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	-67- 	 



     


    

 


(d)        If any cash dividend or distribution
is made to all or substantially all holders of the Common Stock, other than a regular, quarterly cash dividend that does not exceed
$0.06 per share (the “Initial Dividend Threshold”), then subject to adjustment of the Initial Dividend Threshold
as provided below, the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	T	=	the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero; and
	 	 	 
	C	=	the amount in cash per share that the Company distributes to all or substantially all holders of the Common Stock in such dividend or distribution.


 


The Initial Dividend Threshold shall be subject to adjustment
in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the
Initial Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 14.04(d).


 


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


 




    	 	-68- 	 



     


    

 


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


 





 


where,


 


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


 




    	 	-69- 	 



     


    

 


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


 


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


 


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


 


(h)        In addition to those adjustments
required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted by applicable law and subject
to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company from time to
time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines
that such increase would be in the Company’s best interest.  In addition, to the extent permitted by applicable
law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company
may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights
to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of
Common Stock) or similar event.  Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences,
the Company shall mail to the Holder of each Note at its last address appearing on the Note Register a notice of the increase at
least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion
Rate and the period during which it will be in effect.


 




    	 	-70- 	 



     


    

 


(i)        Notwithstanding anything to the
contrary in this Article 14, the Conversion Rate shall not be adjusted:


 


(i)        on account of stock repurchases
that are not tender offers referred to in Section 14.04(e), including structured or derivative transactions, or transactions pursuant
to a stock repurchase program approved by the Board of Directors.  


 


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


 


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


 


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


 


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


 


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


 


(j)        All calculations and other determinations
under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.  The
Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least
one percent in the Conversion Rate.  However, the Company shall carry forward any unmade adjustments that are less than
one percent of the Conversion Rate and make such carried forward adjustments, regardless of whether the aggregate adjustment is
less than one percent (1) in connection with any subsequent adjustment to the Conversion Rate and (2) upon conversion of any Note
(and on each Trading Day of the Observation Period in the case of a Cash Settlement or Combination Settlement of a Note).  


 


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


 




    	 	-71- 	 



     


    

 


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


 


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


 


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


 


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


 


(a)       In the case of:


 


(i)       any recapitalization,
reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a transaction for which an adjustment is made pursuant to Section 14.04(a),


 


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


 


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


 


(iv)     any statutory share exchange,


 




    	 	-72- 	 



     


    

 


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


 


If such Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part
upon any form of shareholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively
make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration
actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding
paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock.  If the
holders of the Common Stock receive only cash in such Merger Event, then for all conversions for which the relevant Conversion
Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount
of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by
any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Merger
Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Business Day
immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if
other than the Trustee) of such weighted average, if applicable, as soon as practicable after such determination is made.


 


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


 




    	 	-73- 	 



     


    

 


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


 


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


 


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


 


(e)        In connection with any Merger Event,
the Initial Dividend Threshold shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as
the case may be.


 


(i)       In the case of a Merger
Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’
appraisal rights) is composed entirely of shares of common stock (the “Merger Common Stock”), the Initial Dividend
Threshold at and after the effective time of such Merger Event will be equal to (x) the Initial Dividend Threshold immediately
prior to the effective time of such Merger Event, divided by (y) the number of shares of Merger Common Stock that a holder
of one share of Common Stock would receive in such Merger Event (such quotient rounded down to the nearest cent).


 


(ii)      In the case of a Merger
Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’
appraisal rights) is composed in part of shares of Merger Common Stock, the Initial Dividend Threshold at and after the effective
time of such Merger Event will be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Merger
Event, multiplied by (y) the Merger Valuation Percentage for such Merger Event (such product rounded down to the nearest
cent).


 


(iii)     For the avoidance of
doubt, in the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above
and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of common stock,
the Initial Dividend Threshold at and after the effective time of such Merger Event will be equal to zero.


 




    	 	-74- 	 



     


    

 


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


 


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


 


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


 


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


 




    	 	-75- 	 



     


    

 


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


 


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


 


(b)        Merger Event; or


 


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


 


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


 


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


 


Section 14.12.  Limit on Issuance
of Shares of Common Stock Upon Conversion.  Notwithstanding anything to the contrary in this Indenture, if an event
occurs that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by any shareholder
approval rules or listing standards of any national or regional securities exchange that are applicable to the Company, the Company
will, at its option, either obtain stockholder approval of any issuance of Common Stock upon conversion of the Notes in excess
of such limitations or pay cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversions in excess
of such limitations based on the Daily VWAP for each Trading Day of the relevant Observation Period in respect of which, in lieu
of delivering shares of Common Stock, the Company pays cash pursuant to this Section 14.12.


 




    	 	-76- 	 



     


    

 


Article
15


Repurchase
of Notes at Option of Holders


 


Section 15.01.  [Intentionally
Omitted].  


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-77- 	 



     


    

 


(ii)      the portion of the principal
amount of Notes to be repurchased, which must be such that the principal amount that remains outstanding of each Note that is not
be purchased in full equals $1,000 or an integral multiple of $1,000; and


 


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


 


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


 


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


 


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


 


(c)       On or before the 20th calendar day
after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee
and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company
Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option
of the Holders arising as a result thereof.  In the case of Physical Notes, such notice shall be by first class mail
or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary.  Simultaneously
with providing such notice, the Company shall publish the information set forth in the Fundamental Change Company Notice via a
press release, which shall also be available on the Company’s website or through such other public medium as the Company
may use at that time.  Each Fundamental Change Company Notice shall specify:


 


(i)       the events causing the
Fundamental Change;


 


(ii)      the date of the Fundamental
Change;


 


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


 


(iv)     the Fundamental Change
Repurchase Price;


 


(v)      the Fundamental Change
Repurchase Date;


 


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


 


(vii)    if applicable, the Conversion
Rate and any adjustments to the Conversion Rate resulting from the Fundamental Change;


 




    	 	-78- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(i)        the principal amount of
the Notes with respect to which such notice of withdrawal is being submitted,


 


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


 


(iii)      the principal amount,
if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which must be such that the principal
amount not to be repurchased equals $1,000 or an integral multiple of $1,000;


 


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


 




    	 	-79- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(c)       otherwise comply with all federal
and state securities laws in connection with any offer by the Company to repurchase the Notes;


 




    	 	-80- 	 



     


    

 


in each case, so as to permit the rights and
obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.


 


Article
16


No Redemption


 


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


 


Article
17


Miscellaneous
Provisions


 


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


 


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


 


Section 17.03.  Addresses for
Notices, Etc.  Any notice or demand that by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes
if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until
another address is filed by the Company with the Trustee) to Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050,
Attention: General Counsel.  Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed to the Corporate Trust Office.


 


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


 


Any notice or communication mailed to a
Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall
be sufficiently given to it if so mailed within the time prescribed.


 


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


 




    	 	-81- 	 



     


    

 


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


 


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


 


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


 


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


 


Section 17.05.  Evidence of
Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee.  Upon any application or demand
by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested
by the Trustee, furnish to the Trustee an Officers’ Certificate stating that such action is permitted by the terms of this
Indenture and an Opinion of Counsel stating that in the opinion of such counsel such action is permitted by the terms of this Indenture.


 


Each Officers’ Certificate and Opinion
of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that
the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement
that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether
or not, in the judgment of such person, such action is permitted by this Indenture.


 




    	 	-82- 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-83- 	 



     


    

 


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


 


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


 


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


 


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


 


__________________________,


as Authenticating Agent, certifies that this is one of the Notes
described


in the within-named Indenture.


 


	By:  	 
	Authorized Officer


 


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


 


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


 


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


 




    	 	-84- 	 



     


    

 


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


 


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


 


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


 


[Remainder of page
intentionally left blank]


 




    	 	-85- 	 



     


    

 


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


 


	 	ACETO CORPORATION
	 	 
	 	By:	/s/ Salvatore J. Guccione
	 	 	Name:	Salvatore J. Guccione
	 	 	Title:	President & CEO
	 	 
	 	CITIBANK, N.A., as Trustee
	 	 
	 	By:	/s/ Danny Lee
	 	 	Name:	Danny Lee
	 	 	Title:	Vice President


 




    	 	 	 



     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


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


 


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


 


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


 


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


 


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


 




    	 	A-1	 



     


    

 


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


 


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


 


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


 




    	 	A-2	 



     


    

 


Aceto Corporation


 


2.00% Convertible Senior Note due 2020


 


	No. [_____]	[Initially]1 $[_________]


 


CUSIP No. [_________]


 


Aceto Corporation, a corporation duly organized
and validly existing under the laws of the State of New York (the “Company,” which term includes any successor
corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to
[CEDE & CO.]2 [_______]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of $[_______]]5, which amount, taken together with
the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $125,000,000 in aggregate
at any time (or $143,750,000 if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth
in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on November 1, 2020, and interest thereon
as set forth below.


 


This Note shall bear interest at the rate
of 2.00% per year from November 16, 2015, or from the most recent date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date until November 1, 2020.  Interest is payable semi-annually in arrears
on each May 1 and November 1, commencing on May 1, 2016, to Holders of record at the close of business on the preceding April 15
and October 15 (whether or not such day is a Business Day), respectively.  Additional Interest will be payable as set
forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on,
or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is,
was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the
payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions
thereof where such express mention is not made.


 


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


 


 



1
Include if a global note.


2
Include if a global note.


3
Include if a physical note.


4
Include if a global note.


5
Include if a physical note.








 




    	 	A-3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 




    	 	A-4	 



     


    

 


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


 


	 	ACETO CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


CITIBANK, N.A.


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


in the within-named Indenture.


 


	By:  	 
	 	Authorized Officer


 




    	 	A-5	 



     


    

 


[FORM OF REVERSE OF NOTE]


 


Aceto Corporation


2.00% Convertible Senior Note due 2020


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.00% Convertible Senior Notes due 2020 (the “Notes”), limited to
the aggregate principal amount of $125,000,000 (as increased by an amount equal to the aggregate principal amount of any additional
Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in
the Purchase Agreement) all issued or to be issued under and pursuant to an Indenture dated as of November 16, 2015 (the “Indenture”),
between the Company and Citibank, N.A. (the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes.  Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture.  Capitalized terms used in this Note and not defined
in this Note shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


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


 




    	 	A-6	 



     


    

 


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


 


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


 


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


 


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


 




    	 	A-7	 



     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 




    	 	A-8	 



     


    

 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


Aceto Corporation


2.00% Convertible Senior Notes due 2020


 


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


 


	Date of exchange	 	Amount of

    decrease in

    principal amount 

of this Global Note	 	Amount of 

increase in 

principal amount

    of this Global Note	 	Principal amount of

    this Global Note

    following such

    decrease or 

increase	 	Signature of

    authorized

    signatory of

    Trustee or

    Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 



6
Include if a global note.


 




    	 	A-9	 



     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: Citibank, N.A.


480 Washington Blvd., 18th Floor


Jersey City, N.J. 07310


Attention: Agency and Trust


 


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


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature(s)


 


	 	 
	Signature Guarantee	 


 


Signature(s) must be guaranteed


by an eligible Guarantor Institution


(banks, stock brokers, savings and


loan associations and credit unions)


with membership in an approved


signature guarantee medallion program


pursuant to Securities and Exchange


Commission Rule 17Ad-15 if shares


of Common Stock are to be issued, or


Notes are to be delivered, other than


to and in the name of the registered holder.


 




    	 	1	 



     


    

 


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


 


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


 




    	 	2	 



     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: Citibank, N.A.


480 Washington Blvd., 18th Floor


Jersey City, N.J. 07310


Attention: Agency and Trust


 


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


 


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


 


Dated: _______________



 


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


 




    	 	1	 



     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈         To Aceto
Corporation or a subsidiary thereof; or


 


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


 


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


 


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


 




    	 	1	 



     


    

 


Dated: ________________________


 


	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an	 
	eligible Guarantor Institution (banks, stock	 
	brokers, savings and loan associations and	 
	credit unions) with membership in an approved	 
	signature guarantee medallion program pursuant	 
	to Securities and Exchange Commission	 
	Rule 17Ad-15 if Notes are to be delivered, other	 
	than to and in the name of the registered holder.	 


 


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


 




    	 	2