Exhibit
4.1


 


EXECUTION
VERSION


 


 


 



 


 


PATRICK
INDUSTRIES, INC.


 


 


 

AND


 


 


 

U.S. BANK NATIONAL ASSOCIATION,


 


 


 

as Trustee


 


 


 

INDENTURE


 


 


 

Dated as of January 22, 2018


 


 


 


 


 


1.00%
Convertible Senior Notes due 2023








 


 


 


 


 










 



 


 



     


    


    

 


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	15
	Section
    2.06. 	Mutilated,
    Destroyed, Lost or Stolen Notes	21
	Section
    2.07. 	Temporary
    Notes	22
	Section
    2.08. 	Cancellation
    of Notes Paid, Converted, Etc	22
	Section
    2.09. 	CUSIP
    Numbers	22
	Section
    2.10. 	Additional
    Notes; Repurchases	23
	 	 	 
	ARTICLE
    3	 
	Satisfaction
    and Discharge	 
	 	 
	Section
    3.01. 	Satisfaction
    and Discharge	23
	 	 	 
	ARTICLE
    4	 
	Particular
    Covenants of the Company	 
	 	 
	Section
    4.01. 	Payment
    of Principal and Interest	24
	Section
    4.02. 	Maintenance
    of Office or Agency	24
	Section
    4.03. 	Appointments
    to Fill Vacancies in Trustee’s Office	24
	Section
    4.04. 	Provisions
    as to Paying Agent	24
	Section
    4.05. 	Existence	26
	Section
    4.06. 	Rule
    144A Information Requirement and Annual Reports	26
	Section
    4.07. 	Stay,
    Extension and Usury Laws	28
	Section
    4.08. 	Compliance
    Certificate; Statements as to Defaults	28
	Section
    4.09. 	Further
    Instruments and Acts	28





 






    	 	i	 



     


    

 


	ARTICLE
    5	 
	Lists
    of Holders and Reports by the Company and the Trustee	 
	 	 
	Section
    5.01. 	Lists
    of Holders	28
	Section
    5.02. 	Preservation
    and Disclosure of Lists	29
	 	 	 
	ARTICLE
    6	 
	Defaults
    and Remedies	 
	 	 
	Section
    6.01. 	Events
    of Default	29
	Section
    6.02. 	Acceleration;
    Rescission and Annulment	30
	Section
    6.03. 	Additional
    Interest	31
	Section
    6.04. 	Payments
    of Notes on Default; Suit Therefor	32
	Section
    6.05. 	Application
    of Monies Collected by Trustee	34
	Section
    6.06. 	Proceedings
    by Holders	34
	Section
    6.07. 	Proceedings
    by Trustee	35
	Section
    6.08. 	Remedies
    Cumulative and Continuing	34
	Section
    6.09. 	Direction
    of Proceedings and Waiver of Defaults by Majority of Holders	36
	Section
    6.10. 	Notice
    of Defaults	36
	Section
    6.11. 	Undertaking
    to Pay Costs	36
	 	 	 
	ARTICLE
    7	 
	Concerning
    the Trustee	 
	 	 
	Section
    7.01. 	Duties
    and Responsibilities of Trustee	37
	Section
    7.02. 	Reliance
    on Documents, Opinions, Etc	39
	Section
    7.03. 	No
    Responsibility for Recitals, Etc	39
	Section
    7.04. 	Trustee,
    Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	40
	Section
    7.05. 	Monies
    and Shares of Common Stock to Be Held in Trust	40
	Section
    7.06. 	Compensation
    and Expenses of Trustee	40
	Section
    7.07. 	Officer’s
    Certificate as Evidence	41
	Section
    7.08. 	Eligibility
    of Trustee	41
	Section
    7.09. 	Resignation
    or Removal of Trustee	41
	Section
    7.10. 	Acceptance
    by Successor Trustee	42
	Section
    7.11. 	Succession
    by Merger, Etc	43
	Section
    7.12. 	Trustee’s
    Application for Instructions from the Company	43
	 	 	 
	ARTICLE
    8	 
	Concerning
    the Holders	 
	 	 
	Section
    8.01. 	Action
    by Holders	44
	Section
    8.02. 	Proof
    of Execution by Holders	44
	Section
    8.03. 	Who
    Are Deemed Absolute Owners	44
	Section
    8.04. 	Company-Owned
    Notes Disregarded	45
	Section
    8.05. 	Revocation
    of Consents; Future Holders Bound	45



 






    	 	ii	 



     


    

 


	ARTICLE
    9	 
	Holders’
    Meetings	 
	 	 
	Section
    9.01. 	Purpose
    of Meetings	45
	Section
    9.02. 	Call
    of Meetings by Trustee	46
	Section
    9.03. 	Call
    of Meetings by Company or Holders	46
	Section
    9.04. 	Qualifications
    for Voting	46
	Section
    9.05.	Regulations	46
	Section
    9.06. 	Voting	47
	Section
    9.07. 	No
    Delay of Rights by Meeting	47
	 	 	 
	ARTICLE
    10	 
	Supplemental
    Indentures	 
	 	 
	Section
    10.01. 	Supplemental
    Indentures Without Consent of Holders	47
	Section
    10.02. 	Supplemental
    Indentures with Consent of Holders	49
	Section
    10.03. 	Effect
    of Supplemental Indentures	49
	Section
    10.04. 	Notation
    on Notes	50
	Section
    10.05. 	Evidence
    of Compliance of Supplemental Indenture to Be Furnished Trustee 	50
	 	 	 
	ARTICLE
    11	 
	Consolidation,
    Merger, Sale, Conveyance and Lease	 
	 	 
	Section
    11.01. 	Company
    May Consolidate, Etc. on Certain Terms	50
	Section
    11.02. 	Successor
    Corporation to Be Substituted	51
	Section
    11.03. 	Opinion
    of Counsel to Be Given to Trustee	51
	 	 	 
	ARTICLE
    12	 
	Immunity
    of Incorporators, Stockholders, Officers and Directors	 
	 	 
	Section
    12.01. 	Indenture
    and Notes Solely Corporate Obligations	51
	 	 	 
	ARTICLE
    13	 
	[Intentionally
    Omitted]	 
	 	 
	ARTICLE
    14	 
	Conversion
    of Notes	 
	 	 
	Section
    14.01. 	Conversion
    Privilege	52
	Section
    14.02. 	Conversion
    Procedure; Settlement Upon Conversion.	54
	Section
    14.03. 	Increased
    Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	57
	Section
    14.04. 	Adjustment
    of Conversion Rate	59
	Section
    14.05. 	Adjustments
    of Prices	68
	Section
    14.06. 	Shares
    to Be Fully Paid	69
	Section
    14.07.	Effect
    of Recapitalizations, Reclassifications and Changes of the Common Stock.	69    


 






    	 	iii	 



     


    

 








	Section
    14.08. 	Certain
    Covenants	71
	Section
    14.09. 	Responsibility
    of Trustee	71
	Section
    14.10. 	Notice
    to Holders Prior to Certain Actions	72
	Section
    14.11. 	Stockholder
    Rights Plans	72
	 	 	 
	 	ARTICLE
    15	 
	 	REPURCHASE
    OF NOTES AT OPTION OF HOLDERS	 
	 	 	 
	Section
    15.01. 	[Intentionally
    Omitted].	73
	Section
    15.02. 	Repurchase
    at Option of Holders Upon a Fundamental Change	73
	Section
    15.03. 	Withdrawal
    of Fundamental Change Repurchase Notice	75
	Section
    15.04. 	Deposit
    of Fundamental Change Repurchase Price	76
	Section
    15.05. 	Covenant
    to Comply with Applicable Laws Upon Repurchase of Notes	76
	 	 	 
		ARTICLE
    16  	 
		No
    Redemption 	 
	 	 	 
	Section
    16.01. 	No
    Redemption	77
	 	 	 
		ARTICLE
    17 	 
		Miscellaneous
    Provisions 	 
	 	 	 
	Section
    17.01. 	Provisions
    Binding on Company’s Successors	77
	Section
    17.02. 	Official
    Acts by Successor Corporation	77
	Section
    17.03. 	Addresses
    for Notices, Etc	77
	Section
    17.04. 	Governing
    Law; Jurisdiction	78
	Section
    17.05. 	Evidence
    of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	78
	Section
    17.06. 	Legal
    Holidays	79
	Section
    17.07. 	No
    Security Interest Created	79
	Section
    17.08. 	Benefits
    of Indenture	79
	Section
    17.09. 	Table
    of Contents, Headings, Etc	79
	Section
    17.10. 	Authenticating
    Agent	79
	Section
    17.11. 	Execution
    in Counterparts	80
	Section
    17.12. 	Severability	80
	Section
    17.13. 	Waiver
    of Jury Trial	81
	Section
    17.14. 	Force
    Majeure	81
	Section
    17.15. 	Calculations	81
	Section
    17.16. 	USA
    PATRIOT Act	81
	 	 	 
		EXHIBIT 	 
	Exhibit
    A	Form
    of Note	A-1




 






    	 	iv	 



     


    

 


INDENTURE
dated as of January 22, 2018 between PATRICK INDUSTRIES, INC., an Indiana corporation, as issuer (the “Company,” as
more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,”
as more fully set forth in Section 1.01).


 


W
I T N E S S E T H:


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.00% Convertible Senior Notes due 2023
(the “Notes”), initially in an aggregate principal amount not to exceed $172,500,000, 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.


 






    1 


     


    

 


“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).


 


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


 


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








 






    2 


     


    

 


“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, no par value 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 administered,
which office at the date hereof is located at 100 Wall Street Suite 1600, New York, NY 10005, Attention: Global Corporate Trust
Services, 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, with respect to the Global Notes, or any successor entity thereto.


 


“Daily
Conversion Value” means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product
of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


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


 






    3 


     


    

 


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


 





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


 


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


 


“Daily
VWAP” means, for each of the 40 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 “PATK <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 (it being understood
and agreed, for the avoidance of doubt, that any alternative trading convention on such exchange or such market in respect of
shares of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for
this purpose).


 


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


 


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


 






    4 


     


    

 


“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, files any
schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than
50% of the voting power of the Common Stock, unless such beneficial ownership (i) arises solely as a result of a revocable
proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations
under the Exchange Act and (ii) is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under
the Exchange Act as a result thereof; provided that no person or group shall be deemed to be the beneficial owner of any
securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered
securities are accepted for purchase or exchange under such offer;


 


(b)
the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting
from a subdivision or combination or a change solely in par value) 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 or more of the
Company’s direct or indirect Wholly Owned Subsidiaries; provided, however, that a transaction described in
clause (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such
transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving
corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions
(relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant
to this clause (b);


 






    5 


     


    

 


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


 


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


 


provided,
however, that a transaction or transactions described in clause (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 stockholders of the Company, excluding cash
payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such
transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted
when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions
the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in
respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which the
Common Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental
Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but
for the proviso immediately following clause (d) of the definition thereof, following the effective date of such transaction)
references to the Company in this definition shall instead be references to such other entity.


 


“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.








 






    6 


     


    

 


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


 


“Interest
Payment Date” means each February 1 and August 1 of each year, beginning on August 1, 2018.


 


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


 


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


 


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


 


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


 


“Maturity
Date” means February 1, 2023.


 


“Measurement
Period” shall have the meaning specified in Section 14.01(b)(i). “Merger Event” shall have the meaning
specified in Section 14.07(a).


 


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


 


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








 






    7 


     


    

 


“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 August 1, 2022, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding
such Conversion Date; and (ii) if the relevant Conversion Date occurs on or after August 1, 2022, the 40 consecutive Trading Days
beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering
Memorandum” means the preliminary offering memorandum dated January 16, 2018, as supplemented by the related pricing
term sheet dated January 17, 2018, relating to the offering and sale of the Notes.


 


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


 


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


 


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


 


“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.


 


“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;


 






    8 


     


    

 


(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 of $1,000 in excess 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.


 


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


 


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


 


“Regular
Record Date,” with respect to any Interest Payment Date, means the January 15 or July 15 (whether or not such day is
a Business Day) immediately preceding the applicable February 1 or August 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,
having direct responsibility for the administration of this Indenture, or to whom any corporate trust matter is referred because
of such person's knowledge of and familiarity with the particular subject.








 






    9 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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








 






    10 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    11 


     


    

 





“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 “1.00% Convertible Senior Notes due 2023.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $172,500,000,
subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes to the extent expressly permitted hereunder.


 


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.


 


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.


 






    12 


     


    

 


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 interest coupons in denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.
Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note.
Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of the number of days actually elapsed in a 30-day month.


 


(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 continental United States, which shall initially be the Corporate
Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account
of the Depositary or its nominee. The Company shall pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes
having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as
it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000,
either by check mailed to each 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 if
such Holder has provided the Company, the Trustee or the Paying Agent with the requisite information necessary to make such wire
transfer, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or
(ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.








 






    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, 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 delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment
of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid
to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such
special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).


 


(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 its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary
or any of its Executive or Senior Vice Presidents.


 


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



 






    14 


     


    

 


Only
such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached
as Exhibit A hereto, executed manually by an authorized 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.


 


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.


 






    15 


     


    

 


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


 


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



 





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


 


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


 


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


 


(b) So
long as the Notes 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.


 






    16 


     


    

 


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:


 


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


 


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


 


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


 


(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.


 






    17 


     


    

 





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.


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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








 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Any
such 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).








 






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(e)
Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of
the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) 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 may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar
issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being
different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note
that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance
with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing
a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying
Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 


Every
substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed,
lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the
limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To
the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement, payment, 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.


 






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Section
2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or
lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical
Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by
the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such authenticating
agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without
unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Notes (other than
any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor,
at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent 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. Except for any Notes surrendered for registration of transfer or exchange, or
as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any
Notes surrendered to the Trustee for cancellation. 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.


 


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.


 






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Section
2.10. Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding
Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder
(other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes)
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 or securities law purposes, such additional Notes shall have one or more
separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company
Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover
such matters, 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, in each
case, without prior notice to the Holders of the Notes. 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 Officer’s Certificate
cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than 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 Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been
complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee
under Section 7.06 shall survive.


 






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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 continental United States an office or agency where
the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying
Agent”) or for conversion (“Conversion Agent”) and where notices 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 or the office or agency of the Trustee in the continental United States.


 


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


 


The
Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate
Trust Office as the office or agency in the continental United States where Notes may be surrendered for registration of transfer
or


exchange
or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served.


 


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


 


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


 


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


 






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(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.


 


(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.


 


(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 Officer’s Certificate, or (if
then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money and 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.


 






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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 (or any successor rule) and excluding any
such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the
Commission). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or
any successor system) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents
are filed via the EDGAR system, it being understood that the Trustee shall have no responsibility to determine if any documents
have been filed. For the avoidance of doubt, any failure to comply with this Section 4.06(b) will not constitute an Event of Default
pursuant to Section 6.01(f) unless (i) the Company has received written notice from the Trustee or the Holders of at least 25%
in principal amount of the Notes then outstanding of such failure and (ii) the Company has not cured such failure during the 60
consecutive days after receipt of such notice.


 


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


 






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(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 pursuant to Rule 144
by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during
the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this
Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the
Notes at the rate of (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 90
days of such period for which the Company’s failure to file has occurred and is continuing or the Notes are not
otherwise freely tradable as described above by Holders other than the Company’s Affiliates (or Holders that were the
Company’s Affiliates at any time during the three months immediately preceding) and (ii) 0.50% per annum of the
principal amount of Notes outstanding for each day after the first 90 days of such period for which the Company’s
failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders
other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three
months immediately preceding). As used in this Section 4.06(d), documents or reports that the Company is required to
“file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or
reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 


(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 pursuant to Rule 144 by Holders other than the Company’s
Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without
restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 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 (i) 0.25% per
annum of the principal amount of Notes outstanding for the first 90 days after such 365th day until the restrictive
legend has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely
tradable as described above by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates
at any time during the three months immediately preceding) and (ii) 0.50% per annum of the principal amount of Notes outstanding
after the first 90 days after such 365th day 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 pursuant to Rule 144 by Holders
other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months
immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes.


 


(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 as a result of the Company’s election pursuant to Section 6.03.


 






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


 


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


 


Section
4.08. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2018) an Officer’s Certificate
stating whether the signers thereof have knowledge of any Event of Default under this Indenture and, if so, specifying each such
Event of Default.


 


In
addition, the Company shall deliver to the Trustee, within 30 days after obtaining knowledge of the occurrence of any Event of
Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and
the action that the Company is taking or proposing to take in respect thereof; provided that the Company is not required
to deliver such notice if such Default has been cured.


 


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


 






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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 five (5) 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 consecutive days after written notice from the Trustee or the Holders of at least 25% in principal amount
of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes
or this Indenture;


 


(g)
default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other
instrument under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed
in excess of $25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary,
whether such indebtedness exists as of the date of this Indenture or is thereafter created, where such default (i) results in
such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constitutes a failure
to pay the principal or interest of any such debt when due and payable (after the expiration of all applicable grace periods)
at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses
(i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have
been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days 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
Notes then outstanding in accordance with this Indenture;


 






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(h) a
final judgment or judgments for the payment of $25,000,000 (or its foreign currency equivalent) or more (excluding any amounts
covered by insurance) in the aggregate rendered against the Company or any Significant Subsidiary of the Company, which judgment
is not discharged, bonded, paid, waived or stayed 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 or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to
any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts as they become due; or


 


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


 


The
Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment Default) unless written notice
of any event which is in fact such Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee and such notice references the Notes and this Indenture.


 


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 (and not with respect to a Significant Subsidiary)), unless the principal of all
of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the
Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall)
declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and
upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in
this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or
Section 6.01(j) with respect to the Company (and not with respect to a Significant Subsidiary) occurs and is continuing, 100%
of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be
immediately due and payable.


 






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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 (or have become immediately 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 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, (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, remedied or waived pursuant to Section 6.09 and (3) the Company has paid to the Trustee
a sum sufficient to pay for all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and its counsel incurred in connection with such Default or Event of Default, then and
in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal
amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of
Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but
no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall
impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment
shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including
the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase
any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the
Notes.


 


Section
6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent
the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(b) shall for the first 270 days after the occurrence of such an Event of Default
consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the
principal amount of the Notes outstanding for each day on which such Event of Default is continuing during the 120-day period
beginning on, and including, the date on which such Event of Default first occurs and (ii) 0.50% per annum of the principal
amount of the Notes outstanding for each day on which such Event of Default is continuing from the 121st day until
the 270th day after the occurrence of such Event of Default. Additional Interest payable pursuant to this Section
6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e).
If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated
interest payable on the Notes. On the 271st day after such Event of Default (if the Event of Default relating to the
Company’s failure to file is not cured or waived prior to such 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 as provided in Section 6.02.


 






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In
order to elect to pay Additional Interest as the sole remedy during the first 270 days after the occurrence of any Event of Default
described in the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying
Agent of such election prior to the beginning of such 270-day period. Upon the failure to timely give such notice, the Notes shall
be immediately subject to acceleration as provided in Section 6.02.


 


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, to the extent lawful, interest
on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further
amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


 


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


 






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


 


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


 


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


 


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








 






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


 


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


 


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


 


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


 


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


 


Section
6.06. Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the
Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due
upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture 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;








 






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


 


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


 


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


 


it
being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and
Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, 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, each Holder shall have the right 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.


 


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.


 






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


 


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 received written notice of such Default, deliver to all Holders 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 it in good faith determines that the withholding of such notice is
in the interests of the Holders.


 


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


 






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ARTICLE
7


Concerning
the Trustee


 


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


 


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


 


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


 


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


 


(ii)
in the absence of bad faith 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);


 






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(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, Bid Solicitation Agent
or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded
to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.


 


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


 






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


 


(c) the
Trustee may consult with counsel 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, at a reasonable time on any Business Day,
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.


 


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.


 


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


 






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


 


Section
7.05. Monies and Shares of Common Stock to Be Held in Trust. All monies and 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.


 


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, willful misconduct or bad faith. 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,
willful misconduct or bad faith 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.
The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on
all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith
for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this
Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under
this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the
Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 






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Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating
agent incur expenses or render services after an Event of Default specified in Section 6.01(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. Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration
of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior
to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of gross negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s
Certificate, in the absence of gross negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 


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


 


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





 






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


 


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





 


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


 


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


 


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


 


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


 


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


 


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



 






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


 


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


 


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


 


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


 






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ARTICLE
8


Concerning
the Holders


 


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


 


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


 


Section
8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion
Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may
treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership
or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment
of or on account of the principal (including any Fundamental Change Repurchase Price) of and (subject to Section 2.03) accrued
and unpaid interest on such Note, for conversion of such Note and for all other purposes; 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.


 






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


 


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


 


ARTICLE
9


Holders’
Meetings


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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.








 






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


 


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


 


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


 


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


 


ARTICLE
10


Supplemental
Indentures


 


Section
10.01. Supplemental Indentures Without Consent of Holders. The Company, 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;








 






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


 


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


 


(d) to
secure the Notes;


 


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


 


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


 


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


 


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


 


(i) to
comply with the rules of any applicable securities depositary, including DTC, so long as such amendment does not adversely affect
the rights of any Holder; or


 


(j) to
appoint a successor Trustee with respect to the Notes.


 


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.


 






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Section
10.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders
of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article
8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes),
the Company, when authorized by the resolutions of the Board of Directors 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 principal amount of Notes whose Holders must consent to an amendment;


 


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


 


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


 


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


 


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


 


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


 


(g) change
the ranking of the Notes;


 


(h) comply
with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act of
1939, as amended; or


 


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


 


Upon
the written request of the Company, and upon the filing with the Trustee of evidence of the consent of 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 deliver
to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders,
or any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


Section
10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of
this Article 10, this Indenture shall be and 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.


 






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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 Officer’s Certificate and an Opinion of Counsel as conclusive evidence, and
each stating, 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 its properties and assets
to another Person, unless:


 


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


 


(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.


 






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


 


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


 


Section
11.03. Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall
be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence,
and each stating, 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.


 






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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 August 1, 2022 under the circumstances
and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on
or after August 1, 2022 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 11.3785 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”).


 


(b)
(i) Prior to the close of business on the Business Day immediately preceding August 1, 2022, a Holder may surrender all or
any portion of its Notes for conversion at any time during the five Business Day period immediately after any five
consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount
of Notes, as determined following a request by a Holder of Notes in accordance with this 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 Holders of at least
$5,000,000 principal amount of Notes provide the Company with a written request and 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 (in accordance with the procedures
described above) 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 of such failure. If the Trading Price condition set forth above has been
met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any
time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes
is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate
for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the
Trustee). The Company may replace the Bid Solicitation Agent with any Person (other than the Company) by notice to the
Trustee and the Holders.


 






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(ii)
If, prior to the close of business on the Business Day immediately preceding August 1, 2022, 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 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company
has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of
(1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution
and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the
Notes are not otherwise convertible at such time. A Holder of the Notes may not exercise its conversion right under this
Section 14.01(b)(ii) if such Holder participates, at the same time and upon the same terms as holders of the Common Stock and
solely as a result of holding the Notes, in any such issuance or distribution without having to convert its Notes as if such
Holder 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.


 






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(iii) If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding August 1, 2022, 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 that occurs prior to the close of business on the Business Day
immediately preceding August 1, 2022, in each case, pursuant to which the Common Stock would be converted into cash, securities
or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the
effective date of such transaction until 35 Trading Days after the actual effective date of such transaction or, if such transaction
also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders,
the Trustee and the Conversion Agent (if other than the Trustee) on or prior to the effective date of such transaction.


 


(iv) Prior
to the close of business on the Business Day immediately preceding August 1, 2022, a Holder may surrender all or any portion of
its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2018
(and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether
or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately
preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company
shall determine at the beginning of each calendar quarter commencing after June 30, 2018 whether the Notes may be surrendered
for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other
than 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, in respect of each $1,000 principal
amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable,
in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical
Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering
any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”),
at its election, as set forth in this Section 14.02.





 






    54 


     


    

 





(i) All conversions for which the
relevant Conversion Date occurs on or after August
1, 2022 shall be settled using the same Settlement Method.


 


(ii) Except
for any conversions for which the relevant Conversion Date occurs on or after August 1, 2022, 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(j) The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of
delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date
(in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in
the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected 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 the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert
its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase
the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional
Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with”
such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including,
the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related
Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change
but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date
of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).








 






    57 


     


    

 


(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 will be determined and paid to Holders
in cash on the second Business Day following the Conversion Date. The Company shall notify the Holders of Notes 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 five Trading Day
period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.
The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for
any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where
the Ex-Dividend Date, Effective Date (as such term is 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 adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment
giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional
Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth
in Section 14.04.


 






    58 


     


    

 


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








  


	Stock Price
	Effective Date	 	$	65.10	 	 	$	70.00	 	 	$	80.00	 	 	$	87.89	 	 	$	100.00	 	 	$	125.00	 	 	$	150.00	 	 	$	250.00	 	 	$	275.00	 	 	$	300.00	 	 	$	325.00	 	 	$	350.00	 	 	$	375.00	 	 	$	400.00	 	 	$	450.00	 
	January 22, 2018	 	 	3.9824	 	 	 	3.3992	 	 	 	2.5097	 	 	 	2.0070	 	 	 	1.4574	 	 	 	0.8089	 	 	 	0.4836	 	 	 	0.0903	 	 	 	0.0624	 	 	 	0.0440	 	 	 	0.0304	 	 	 	0.0205	 	 	 	0.0133	 	 	 	0.0081	 	 	 	0.0016	 
	February 1, 2019	 	 	3.9824	 	 	 	3.3770	 	 	 	2.4387	 	 	 	1.9154	 	 	 	1.3523	 	 	 	0.7098	 	 	 	0.4038	 	 	 	0.0662	 	 	 	0.0454	 	 	 	0.0308	 	 	 	0.0205	 	 	 	0.0134	 	 	 	0.0081	 	 	 	0.0042	 	 	 	0.0002	 
	February 1, 2020	 	 	3.9824	 	 	 	3.3221	 	 	 	2.3247	 	 	 	1.7783	 	 	 	1.2038	 	 	 	0.5802	 	 	 	0.3060	 	 	 	0.0433	 	 	 	0.0290	 	 	 	0.0192	 	 	 	0.0123	 	 	 	0.0074	 	 	 	0.0039	 	 	 	0.0014	 	 	 	0.0000	 
	February 1, 2021 	 	 	3.9824	 	 	 	3.2203	 	 	 	2.1433	 	 	 	1.5684	 	 	 	0.9875	 	 	 	0.4092	 	 	 	0.1897	 	 	 	0.0239	 	 	 	0.0159	 	 	 	0.0103	 	 	 	0.0062	 	 	 	0.0033	 	 	 	0.0012	 	 	 	0.0000	 	 	 	0.0000	 
	February 1, 2022	 	 	3.9824	 	 	 	3.0228	 	 	 	1.8165	 	 	 	1.2050	 	 	 	0.6385	 	 	 	0.1827	 	 	 	0.0642	 	 	 	0.0104	 	 	 	0.0071	 	 	 	0.0044	 	 	 	0.0024	 	 	 	0.0008	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	February 1, 2023	 	 	3.9824	 	 	 	2.9072	 	 	 	1.1215	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The
exact Stock Price and Effective Date 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 $450.00 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 $65.10 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding
the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 15.3609 shares of Common Stock,
subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.


 


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


 


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


 






    59 


     


    

 


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


 





	 	CR'
=CR0 	X  	OS'	 
	 	OS0	 




 


where,


 


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


 


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


 


(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:


 





	 	CR' =CR0 	X  	OS0+X	 
	 	OS0 +Y 	 







 


where,


 


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





 






    60 


     


    

 


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


 


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


 


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 the Common Stock at less than such average of the Last Reported
Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common
Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any
amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be 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 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 indebtedness, other assets or property or rights,
options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the
Conversion Rate shall be increased based on the following formula:


 





	 	CR'
=CR0 	X	SP0	 
	 	SP0–FMV	 







 






    61 


     


    

 


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 on the Ex-Dividend Date for such distribution.


 


Any
increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on
the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased
to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing,
if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing
increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the
same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder
would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the 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 a Subsidiary
or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities
exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


  





	 	CR'
=CR0 	X	FMV0+MP0	 
	 	MP0	 




 


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;



 






    62 


     


    

 


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


 


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.


 






    63 


     


    

 


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


 


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


 


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


 


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


 


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


 





	 	CR'=CR0  	X	SP0	 
	 	SP0–C	 




  


where,


 


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



 






    64 


     


    

 


	CR'	=	the
    Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the
    Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend
    or distribution; and
	 	 	 
	C	=	the
    amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.


 


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


 


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


 


	 	CR'=CR0 	X  	AC+(SP'+OS')	 
	 	OS0'X SP	 




  


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;





 






    65 


     


    

 


	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.


 


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


 


If
the Company is obligated to purchase shares of their Common Stock pursuant to any such tender or exchange offer described in Section
14.04(e) but are permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded,
the applicable Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made or had been made only in respect of the purchases that have been made.


 


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


 






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(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 law and the rules of the NASDAQ Global Select Market and any other securities 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 Company determines that such increase would be in the Company’s best interest. In addition, to the
extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities
are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock
(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of
the preceding two sentences, the Company shall deliver to the Holder of each Note 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.


 


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


 


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


 


(ii) upon
the repurchase of any shares of the Company’s Common Stock pursuant to an open-market share repurchase program or other
buy-back transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the kind
described in Section 14.04(e);


 


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


 


(iv) upon
the issuance of any shares of 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 (other than
a rights plan as described in Section 14.11);


 






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(v) solely
for a change in the par value of the Common Stock or a change in the Company’s jurisdiction of incorporation; 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. If an adjustment to the Conversion Rate otherwise required by the provisions described above
would result in a change of less than 1% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its
election by written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after the
date such adjustment is otherwise required to be made, defer and carry forward such adjustment, except that all such deferred
adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred adjustments
would result in an aggregate change of at least 1% to the Conversion Rate, (ii) the Conversion Date for any Notes (in the case
of Physical Settlement), (iii) each Trading Day of any Observation Period related to any conversion of Notes (in the case of Cash
Settlement or Combination Settlement), (iv) the effective date of any Fundamental Change or Make-Whole Fundamental Change and
(v) August 1, 2022, in each case, unless the adjustment has already been made.


 


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


 


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


 


Section
14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last
Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple
days (including, without limitation, an Observation Period and the period 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 are to be
calculated.


 






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


 


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


 


(a) In
the case of:


 


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


 


(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,


 


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


 






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


 


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 Company shall reasonably consider necessary by reason of the foregoing, including the provisions
providing for the purchase rights set forth in Article 15.


 


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


 


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








 






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


 


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


 


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


 


(c) The
Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated
quotation system the Company will 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 Officer’s Certificate (which the Company shall be obligated to
file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee
nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred
that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee
and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such
conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to
deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at
such other times as shall be provided for in Section 14.01(b).


 






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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 delivered to each Holder,
as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating
(i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if
a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes
of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation
or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.


 


Section
14.11. Stockholder Rights Plans. To the extent the Company has a stockholder rights plan in effect upon conversion of
the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate
number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such
legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended
from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock
in accordance with the provisions of the applicable stockholder rights plan, 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.


 






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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 of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the
“Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more
than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the 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. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with
applicable law as a result of changes to such applicable law occurring after the date of this Indenture.


 


(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;


 


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


 


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


 


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


 






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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 (i) the date that the Company knew or reasonably should have known that the Fundamental
Change occurred, in the case of a Fundamental Change described in clause (a) of the Fundamental Change definition in Section 1.01,
or (ii) the date of the Fundamental Change occurred, in the case of any other Fundamental Change, the Company shall provide to
all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the
“Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and
of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall
be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures
of the Depositary. Each Fundamental Change Company Notice shall specify:


 


(i) 
the events causing the Fundamental Change;


 


(ii) 
the date of the Fundamental Change;


 


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


 


(iv) 
the Fundamental Change Repurchase Price;


 


(v) 
the Fundamental Change Repurchase Date;


 


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


 


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


 


(viii) 
that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only
if the Holder 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.


 




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Notwithstanding
anything to the contrary above, the Company shall not be required to repurchase or make an offer to repurchase the Notes upon
a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with
the requirements for an offer made by the Company as set forth in this Indenture and such third party purchases all Notes properly
surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the
requirements for an offer made by the Company as set forth in this Indenture.


 


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
portion must be in principal amounts of $1,000 or an integral multiple of $1,000;


 


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


 






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


 


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


 


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


 


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


 


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


 






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ARTICLE
16

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 (a) 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 Patrick Industries, Inc., 107 West Franklin
Street, P.O. Box 638, Elkhart, Indiana 46515, Attention: Andy L. Nemeth, President and Joshua Boone, Chief Financial Officer,
or (b) emailed to nemetha@patrickind.com and boonej@patrickind.com. 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 delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail,
postage prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the
time prescribed. Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance
with the applicable procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed.


 






    77 


     


    

 


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


 


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


 


Section
17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (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 Officer’s Certificate stating that such action is permitted by the terms
of this Indenture.


 


Each
Officer’s Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect
to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (a)
a statement that the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement
as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based;
(c) a statement that, in the 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.


 






    78 


     


    

 


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, any Fundamental Change Repurchase Date or the 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.


 






    79 


     


    

 


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


 


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


 


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


 


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


 





		,	 



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


 





	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.


 






    80 


     


    

 


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


 


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


 


Section
17.15. Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations
called for under the Notes. These calculations include, but are not limited to, determinations of the 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]


 






    81 


     


    

 


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


 


	 	PATRICK
    INDUSTRIES, INC.
	 	 	 
	 	By:
    	/s/ Andy L. Nemeth
	 	 	Name: Andy L. Nemeth
	 	 	Title:
  President    
	 	 	 
	 	U.S. BANK NATIONAL

                                                                                ASSOCIATION, as Trustee

	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:


 


[Signature
Page to Indenture]


 






     

     


    

 


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


 


	 	PATRICK
    INDUSTRIES, INC.
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
    
	 	 	 
	 	U.S. BANK NATIONAL

                                                                                ASSOCIATION, as Trustee

	 	 	 
	 	By:	/s/ Linda
Garcia
	 	 	Name:
    Linda Garcia
	 	 	Title:
     Vice President 


 


[Signature
Page to Indenture]


 






     

     


    

 


EXHIBIT
A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


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


 


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


 


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


 






    	 	A-1	 



    


    

 


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


 


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


 


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


 


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


 






    	 	A-2	 



    


    




 


Patrick
Industries, Inc.


 


1.00%
Convertible Senior Note due 2023


 


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

	CUSIP No. 703343AA1	 




 


Patrick
Industries, Inc., a corporation duly organized and validly existing under the laws of the State of Indiana (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 $172,500,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on February 1, 2023,
and interest thereon as set forth below.


 


This
Note shall bear interest at the rate of 1.00% per year from January 22, 2018, 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 February 1, 2023. Interest is payable
semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2018, to Holders of record at the close of business
on the preceding January 15 and July 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, 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.


 


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


  


 


 


 


 


 


 






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	 



    


    

 


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


 


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


 


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


 


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


 


[Remainder
of page intentionally left blank]


  






    	 	A-4	 



    


    

 


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


 


	 	PATRICK
    INDUSTRIES, INC.
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
    


 


Dated:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


U.S.
BANK NATIONAL ASSOCIATION


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


in the within-named Indenture.


 


	By:	 	 
	 	Authorized
    Officer	 


 






    	 	A-5	 



    


    

 


[FORM
OF REVERSE OF NOTE]


 


Patrick
Industries, Inc.


1.00%
Convertible Senior Note due 2023


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 1.00% Convertible Senior Notes due 2023 (the
“Notes”), limited to the aggregate principal amount of $172,500,000 all issued or to be issued under and pursuant
to an Indenture dated as of January 22, 2018 (the “Indenture”), between the Company and U.S. Bank National
Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain
conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective
meanings set forth in the Indenture.


 


In
case certain Events of Default 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.


 


Each
Holder shall have the right 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, 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 of $1,000
in excess 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)
surrendered for repurchase in accordance with the Indenture 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


 


Patrick
Industries, Inc.


 


1.00%
Convertible Senior Notes due 2023


 


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


 


	Date
    of exchange	 	Amount
        of

        decrease
        in

        principal
        amount

        of
        this Global Note
	 	Amount
        of

        increase
        in

        principal
        amount

        of
        this Global Note
	 	Principal
        amount

        of
        this Global Note

        following
        such

        decrease
        or

        increase
	 	Signature
        of

        authorized

        signatory
        of

        Trustee
        or

        Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 



6     Include if a global note.


 






     


     


    

 


ATTACHMENT
1


 


[FORM
OF NOTICE OF CONVERSION]


 


To:
U.S. Bank National Association


 


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.	 	 
	 	 	 
	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



 






     


     


    

 


ATTACHMENT
2


 


[FORM
OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:
U.S. Bank National Association


 


The
undersigned registered owner of this Note hereby acknowledges receipt of a notice from Patrick Industries, Inc. (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date
and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture
referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount
or 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.


 






     


     


    

 


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
Patrick Industries, Inc. or a subsidiary thereof; or


 


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


 


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


 


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


  



     


     


    

 


	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.