Exhibit 4.2


 


Summit Hotel Properties, Inc.


 


as Issuer


 


The Bank of New York Mellon Trust Company,
N.A.


 


as Trustee


 


 


First Supplemental Indenture


 


Dated as of January 12, 2021


 


to the Indenture


 


Dated as of January 12, 2021


 


 


1.50% Convertible Senior Notes due 2026


 









     

     


    

 


TABLE OF CONTENTS


 


	 	Page
	 
	Article I
	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	Section 1.01	Scope of Supplemental Indenture	1
	Section 1.02	Definitions	1
	Section 1.03	References to Interest	8
	Section 1.04	References to Principal	8
	 
	Article II
	 
	THE SECURITIES
	 
	Section 2.01	Title and Terms; Payments	8
	Section 2.02	Forms	9
	Section 2.03	Transfer and Exchange	10
	Section 2.04	Payments on the Securities	13
	 
	Article III
	 
	PURCHASES
	 
	Section 3.01	Purchase at Option of Holders upon a Fundamental Change	14
	Section 3.02	Effect of Fundamental Change Purchase Notice	16
	Section 3.03	Withdrawal of Fundamental Change Purchase Notice	16
	Section 3.04	Deposit of Fundamental Change Purchase Price	16
	Section 3.05	Securities Purchased in Whole or in Part	17
	Section 3.06	Covenant To Comply with Applicable Laws upon Purchase of Securities	17
	Section 3.07	Repayment to the Company	17
	 
	Article IV
	 
	OPTIONAL REDEMPTION
	 
	Section 4.01	Applicability of Article IV of the Base Indenture	17
	Section 4.02	No Sinking Fund	17
	Section 4.03	Redemption	17
	Section 4.04	Notice of Redemption; Selection of Securities	18
	Section 4.05	Payment of Securities Called for Redemption	19
	Section 4.06	Restrictions on Redemption	19
	 
	Article V
	 
	CONVERSION
	 
	Section 5.01	Right To Convert	19
	Section 5.02	Conversion Procedures	21
	Section 5.03	Settlement Upon Conversion	23
	Section 5.04	Adjustment of Conversion Rate	25
	Section 5.05	Discretionary and Voluntary Adjustments	32




 






    	 	i	 



     


    

 


	Section 5.06	Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption	33
	Section 5.07	Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale	34
	Section 5.08	Stock Issued Upon Conversion	35
	Section 5.09	Responsibility of Trustee	35
	Section 5.10	Notice to Holders	36
	 
	Article VI
	 
	PARTICULAR COVENANTS OF THE COMPANY
	 
	Section 6.01	Inapplicable Provisions in the Base Indenture	37
	Section 6.02	Payment of Principal, Interest, Fundamental Change Purchase Price and Redemption Price	37
	Section 6.03	Maintenance of Office or Agency	37
	Section 6.04	Appointments to Fill Vacancies in Trustee’s Office	37
	Section 6.05	Provisions as to Paying Agent	37
	Section 6.06	Reports	38
	Section 6.07	Statements as to Defaults	39
	Section 6.08	Supplementary Interest Notice	39
	Section 6.09	Covenant to Take Certain Actions	39
	 
	Article VII
	 
	REMEDIES
	 
	Section 7.01	Amendments to the Base Indenture	39
	Section 7.02	Events of Default	39
	Section 7.03	Acceleration; Rescission and Annulment	40
	Section 7.04	Supplementary Interest	41
	Section 7.05	Waiver of Past Defaults	41
	Section 7.06	Control by Majority	41
	Section 7.07	Limitation on Suits	41
	Section 7.08	Rights of Holders to Receive Payment and to Convert	42
	Section 7.09	Collection of Indebtedness; Suit for Enforcement by Trustee	42
	Section 7.10	Trustee May Enforce Claims Without Possession of Securities	42
	Section 7.11	Trustee May File Proofs of Claim	42
	Section 7.12	Restoration of Rights and Remedies	42
	Section 7.13	Rights and Remedies Cumulative	43
	Section 7.14	Delay or Omission Not a Waiver	43
	Section 7.15	Priorities	43
	Section 7.16	Undertaking for Costs	43
	Section 7.17	Waiver of Stay, Extension and Usury Laws	43
	Section 7.18	Notices from the Trustee	44
	 
	Article VIII
	 
	SATISFACTION AND DISCHARGE
	 
	Section 8.01	Satisfaction and Discharge of the Indenture	44
	Section 8.02	Deposited Monies to Be Held in Trust by Trustee	44
	Section 8.03	Paying Agent to Repay Monies Held	44
	Section 8.04	Return of Unclaimed Monies	45
	Section 8.05	Reinstatement	45








    	 	ii	 



     


    

 


	Article IX
	 
	SUPPLEMENTAL INDENTURES
	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	45
	Section 9.02	Supplemental Indentures With Consent of Holders	46
	Section 9.03	Notice of Amendment or Supplement	47
	 
	Article X
	 
	SUCCESSOR COMPANY
	 
	Section 10.01	Consolidation, Merger and Sale of Assets	47
	Section 10.02	Company May Consolidate, Etc. on Certain Terms	47
	Section 10.03	Successor Corporation to Be Substituted	47
	Section 10.04	Opinion of Counsel to Be Given to Trustee	48
	 
	Article XI
	 
	MISCELLANEOUS
	 
	Section 11.01	Effect on Successors and Assigns	48
	Section 11.02	Governing Law	48
	Section 11.03	No Security Interest Created	48
	Section 11.04	Trust Indenture Act	48
	Section 11.05	Benefits of Supplemental Indenture	48
	Section 11.06	Calculations	48
	Section 11.07	Execution in Counterparts	49
	Section 11.08	Notices	49
	Section 11.09	Ratification of Base Indenture	49
	Section 11.10	The Trustee	49
	Section 11.11	No Recourse Against Others	49
	Section 11.12	Submission to Jurisdiction	50
	Section 11.13	Applicable Tax Law	50
	Section 11.14	OFAC Sanctions	50




 


	SCHEDULE
	 
	Schedule A 	Additional Shares	 
	 
	EXHIBIT
	 
	Exhibit A 	Form of Security	 




 









    	 	iii	 



     


    

 



 


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of January 12, 2021, between Summit Hotel Properties, Inc., a Maryland corporation (the
 “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee
under the Indenture dated as of January 12, 2021, between the Company and the Trustee (as amended or supplemented from time
to time in accordance with the terms thereof, the “Base Indenture”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company executed and delivered
the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s unsecured
senior debt Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under,
and authenticated and delivered as provided in, the Base Indenture;


 


WHEREAS, Section 12.01(f) of the
Base Indenture provides for the Company and the Trustee to enter into supplemental indentures to the Base Indenture to establish
the form and terms of Securities of any series as contemplated by Sections 2.01 and 3.01 of the Base Indenture;


 


WHEREAS, the Board of Directors has duly
adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;


 


WHEREAS, pursuant to the terms of the Base
Indenture, the Company has authorized the creation and issuance under this Supplemental Indenture of its 1.50% Convertible Senior
Notes due 2026 (the “Securities”), the form and substance of such Securities and the terms, provisions and conditions
thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture; and


 


WHEREAS, the Company has requested that
the Trustee execute and deliver this Supplemental Indenture, and that all requirements necessary to make (i) this Supplemental
Indenture a valid instrument in accordance with its terms, and (ii) the Securities, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company have been performed, and the execution and delivery of this
Supplemental Indenture have been duly authorized in all respects.


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH, for and in consideration of the premises and the purchases of the Securities by the Holders thereof, it is mutually
agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows:


 


Article I


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01          Scope
of Supplemental Indenture.  The changes, modifications and supplements to the Base Indenture effected by this Supplemental
Indenture shall be applicable only with respect to, and shall govern only the terms of (and only the rights of the Holders and
the obligations of the Company with respect to), the Securities, which may be issued from time to time, and shall not apply to
any other securities that may be issued under the Base Indenture (or govern the rights of the Holders or the obligations of the
Company with respect to any such other securities) unless a supplemental indenture with respect to such other securities specifically
incorporates such changes, modifications and supplements.  The provisions of this Supplemental Indenture shall, with respect
to the Securities, supersede any corresponding provisions in the Base Indenture.  Subject to the preceding sentence, and
except as otherwise provided herein, the provisions of the Base Indenture shall apply to the Securities and govern the rights
of the Holders of the Securities and the obligations of the Company and the Trustee with respect thereto.


 


Section 1.02          Definitions. 
For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 






    


     


    

 


(i)            the
terms defined in this Article I shall have the meanings assigned to them in this Article I and include
the plural as well as the singular; and


 


(ii)           all
words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the
Base Indenture.


 


“Additional Shares” has
the meaning specified in Section 5.06(a) hereof.


 


“Agent Members” has the
meaning specified in Section 2.02(c) hereof.


 


“Applicable Procedures”
means, with respect to any matter at any time, the policies and procedures of the Depositary, if any, that are applicable to such
matter at such time.


 


“Applicable Tax Law”
has the meaning specified in Section 11.13 hereof.


 


“Base Indenture” has
the meaning specified in the first paragraph of this Supplemental Indenture, as such instrument may be supplemented from time to
time by one or more indentures supplemental thereto, including this Supplemental Indenture, entered into pursuant to the applicable
provisions of the Base Indenture, including, for all purposes of the Base Indenture, this Supplemental Indenture and any such other
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture,
this Supplemental Indenture and any other such supplemental indenture, respectively.


 


“Bid Solicitation Agent”
means the Company or such other person (including the Trustee) as may be appointed, from time to time, by the Company to solicit
bids for the Trading Price of the Securities in accordance with Section 5.01(b)(ii) hereof. Initially, the “Bid
Solicitation Agent” means the Company.


 


“Business Day” means,
notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, 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 to be closed.


 


“Capital Stock” means,
for any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.


 


“Cash Settlement” has
the meaning specified in Section 5.03(a)(iv) hereof.


 


“Cash Settlement Averaging Period”
means, with respect to any Security as to which Cash Settlement or Combination Settlement is applicable, the 40 consecutive Trading
Day period beginning on, and including, the second Trading Day immediately following the related Conversion Date; except that “Cash
Settlement Averaging Period” means, (1) with respect to any Conversion Date occurring during the Final Conversion Period,
the 40 consecutive Trading Day period beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity
Date and (2) with respect to any Conversion Date for Securities that have been called for Optional Redemption occurring on
or after the date of the Company’s issuance of a Redemption Notice and prior to the related Redemption Date, the 40 consecutive
Trading Day period beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Redemption Date.


 


“Close of Business” means
5:00 p.m., New York City time.


 


“Combination Settlement”
has the meaning specified in Section 5.03(a)(iv) hereof.


 


“Common Equity” of any
Person means the 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.


 






    2


     


    

 


“Common Stock” means,
subject to Section 5.07, the common stock, par value $0.01 per share, of the Company authorized at the date of this
instrument as originally executed, subject to Section 5.07 hereof.


 


“Company” has the meaning
specified in the first paragraph of this Supplemental Indenture, and subject to the provisions of Section 10.02, shall
include its successors and assigns.


 


“Conversion Agent” means
the office or agency designated by the Company where Securities may be presented for conversion.


 


“Conversion Date” has
the meaning specified in Section 5.02(b) hereof.


 


“Conversion Notice” has
the meaning specified in Section 5.02(b) hereof.


 


“Conversion Price” means,
in respect of each Security, as of any date, $1,000 divided by the Conversion Rate in effect on such date.


 


“Conversion Rate” means
initially 83.4028 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment as set forth herein.


 


“Corporate Trust Office”
means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 400 South Hope Street, Suite 500, Los Angeles, California, 90071.


 


“Custodian” means the
Trustee, as custodian with respect to the Securities (so long as the Securities constitute Global Securities), or any successor
entity.


 


“Daily Conversion Value”
means, with respect to any Security as to which Cash Settlement or Combination Settlement is applicable, for each of the 40 consecutive
Trading Days during the Cash Settlement Averaging Period, two and one-half percent (2.5%) of the product of (i) the Conversion
Rate in effect on such Trading Day and (ii) the Daily VWAP on such Trading Day.


 


“Daily Measurement Value”
has the meaning specified in Section 5.03(a)(vi)(1) hereof.


 


“Daily Settlement Amount”
has the meaning specified in Section 5.03(a)(vi) hereof.


 


“Daily VWAP” means, with
respect to any Security as to which Cash Settlement or Combination Settlement is applicable, for any Trading Day, the per-share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ”INN <equity>
AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of
trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average
price is unavailable, the market value of one share of Common Stock on such Trading Day determined, using a volume-weighted average
method, by a nationally recognized independent investment banking firm retained for this purpose by the Company).  The “Daily
VWAP” will 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 with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Effective Date” has
the meaning specified in Section 5.06(c) hereof.


 


“Event of Default” has
the meaning, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, specified in Section 7.02
hereof.


 


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


 






    3


     


    

 


“Ex-Dividend Date” means,
except to the extent otherwise provided under Section 5.04(c) hereof, the first date on which the Common Stock
trades on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend
or distribution in question.


 


“Final Conversion Period”
means the period beginning on, and including, the 45th Scheduled Trading Day immediately preceding the Maturity Date, and ending
at the Close of Business on the second Scheduled Trading Day immediately prior to the Maturity Date.


 


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


 


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


 


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


 


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


 


(2)            the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from
a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities,
other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock
will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction
or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as
a whole, to any Person other than one of the Company’s wholly owned subsidiaries; provided, however, that a transaction
described in clause (B) in which the holders of all classes of the Common Equity of the Company immediately prior to such
transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation
or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership
immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (2);


 


(3)            the
Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company (other than in a transaction
described in clause (2) above); or


 


(4)            the
Common Stock ceases to be listed 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 in the case of a transaction
or event described in clause (1) or (2) above, if at least 90% of the consideration received or to be received by holders
of the Common Stock (excluding cash payments for fractional shares) in the transaction or transactions that would otherwise constitute
a “Fundamental Change” consists of shares of common stock or common equity interests that are traded on The New York
Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or that will
be so traded when issued or exchanged in connection with the transaction that would otherwise constitute a “Fundamental Change”
under clause (1) or (2) above (“Publicly Traded Securities”), and as a result of such transaction
or transactions, the Securities become convertible into or by reference to such Publicly Traded Securities, excluding cash payments
for fractional shares (subject to settlement in accordance with the provisions of Sections 5.03, 5.04 and 5.06
hereof), such event shall not be a “Fundamental Change.”


 






    4


     


    

 


“Fundamental Change Company Notice”
has the meaning specified in Section 3.01(b) hereof.


 


“Fundamental Change Expiration
Time” has the meaning specified in Section 3.01(a) hereof.


 


“Fundamental Change Purchase Date”
has the meaning specified in Section 3.01(a) hereof.


 


“Fundamental Change Purchase Notice”
has the meaning specified in Section 3.01(a) hereof.


 


“Fundamental Change Purchase Price”
has the meaning specified in Section 3.01(a) hereof.


 


“Global Security” means
a Security which is executed by the Company and authenticated and delivered to the Depositary or its nominee, all in accordance
with the Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee and
which shall represent the amount of uncertificated Securities as specified therein.


 


“Holder” means, notwithstanding
anything to the contrary in Section 1.01 of the Base Indenture, the Person in whose name a Security is registered in the Security
Register.


 


“Indenture” means, notwithstanding
anything to the contrary in Section 1.01 of the Base Indenture, the Base Indenture, as originally executed and as supplemented
by this Supplemental Indenture, each as may be amended or supplemented from time to time.


 


“Interest Payment Date”
means, with respect to the payment of interest on the Securities and notwithstanding anything to the contrary in Section 1.01
of the Base Indenture, each February 15 and August 15 of each year, beginning on August 15, 2021.


 


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


 


“Make-Whole Fundamental Change”
means any event that (i) is a Fundamental Change or (ii) would be a Fundamental Change, but for the proviso set forth
in clause (2) of the definition thereof.


 


“Market Disruption Event”
means, if the Common Stock is listed for trading on The New York Stock Exchange or listed on another U.S. national or regional
securities exchange, the occurrence or existence during the one-half-hour period ending on the scheduled close of trading on any
Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted
by the stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to the Common
Stock. For the purposes of determining amounts due upon conversion only pursuant to Section 5.03, “Market
Disruption Event” means (1) a failure by the primary exchange or quotation system on which the Common Stock trades
or is quoted to open for trading during its regular trading session or (2) the occurrence or existence, prior to 1:00 p.m.,
New York City time, on any Trading Day for the Common Stock, of an aggregate one half-hour period of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common
Stock or in any options, contracts or future contracts relating to the Common Stock.


 






    5


     


    

 


“Maturity Date” means,
with respect to any Security and the payment of the principal amount thereof, February 15, 2026.


 


“Measurement Period”
has the meaning specified in Section 5.01(b)(ii) hereof.


 


“Merger Event” has the
meaning specified in Section 5.07(a) hereof.


 


“Physical Securities”
means any non-Global Security issued pursuant to Section 2.03 hereof that is in definitive, fully registered form,
without interest coupons.


 


“Notice of Default” has
the meaning specified in Section 7.02(f) hereof.


 


“Offer Expiration Date”
has the meaning specified in Section 5.04(e) hereof.


 


“Open of Business” means
9:00 a.m., New York City time.


 


“Optional Redemption”
has the meaning specified in Section 4.03.


 


“Outstanding” means,
with respect to the Securities, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, any Securities
authenticated by the Trustee except (i) Securities cancelled by it, (ii) Securities delivered to it for cancellation
and (iii)(A) Securities replaced pursuant to Section 3.06 of the Base Indenture, on and after the time such Security
is replaced (unless the Trustee and the Company receive proof satisfactory to them that such Security is held by a bona fide purchaser),
(B) Securities converted pursuant to Article V hereof, on and after their Conversion Date, (C) any and all
Securities, as of the Maturity Date, if the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all
of the Securities then payable, and (D) any and all Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor, except that in determining whether the Trustee shall be protected in
relying upon any request, demand, authorization, direction, notice, consent or waiver or other action that is to be made by a requisite
principal amount of Outstanding Securities, only such Securities which a Responsible Officer of the Trustee knows to be so owned
shall be disregarded.


 


“Paying Agent” has the
meaning set forth in the Base Indenture and shall be the person authorized by the Company to pay the principal amount of, interest
on, Fundamental Change Purchase Price of or Redemption Price of, any Securities on behalf of the Company.


 


“Physical Settlement”
has the meaning specified in Section 5.03(a)(iv) hereof.


 


“Preliminary Prospectus Supplement”
means the Preliminary Prospectus Supplement of the Company, dated January 6, 2021, to the Prospectus of the Company dated
January 6, 2021, relating to the offering and sale of the Securities.


 


“Publicly Traded Securities”
has the meaning specified in this Section 1.02.


 


“Redemption Date” has
the meaning specified in Section 4.04(a).


 


“Redemption Notice” has
the meaning specified in Section 4.04(a).


 


“Redemption Price”means,
for any Notes to be redeemed pursuant to ‎Section 4.03 hereof, 100% of the principal amount of the Securities to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided, however, that if the
Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, the Company
will pay the full amount of accrued and unpaid interest, if any, to the Holder of record as of the close of business on such Regular
Record Date, and the Redemption Price will be equal to 100% of the principal amount of the Securities to be redeemed.


 






    6


     


    

 


“Regular Record Date”
means, with respect to any Interest Payment Date, the February 1 (whether or not a Business Day) or the August 1 (whether
or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.


 


“Reference Property”
has the meaning specified in Section 5.07(a) hereof.


 


“Reporting Event of Default”
has the meaning specified in Section 7.04(a) hereof.


 


“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.


 


“Security” or “Securities”
has the meaning specified in the fourth paragraph of the Recitals of this Supplemental Indenture.


 


“Settlement Amount” has
the meaning specified in Section 5.03(a) hereof.


 


“Settlement Method” has
the meaning specified in Section 5.03(a)(ii) hereof.


 


“Settlement Notice” has
the meaning specified in Section 5.03(a)(iv) hereof.


 


“Significant Subsidiary”
means, with respect to any person, a Subsidiary of such person that would constitute a “significant subsidiary” as
such term is defined in Article I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
in effect on the original date of issuance of the Securities.


 


“Specified Dollar Amount”
has the meaning specified in Section 5.03(a)(vi)(1) hereof.


 


“Spin-Off” has the meaning
specified in Section 5.04(c) hereof.


 


“Stock Price” has the
meaning specified in Section 5.06(c) hereof.


 


“Successor Company” has
the meaning specified in Section 10.02(a) hereof.


 


“Supplemental Indenture”
has the meaning specified in the first paragraph hereof, as such instrument may be supplemented from time to time by one or more
indentures supplemental thereto, entered into pursuant to the applicable provisions of the Base Indenture and the Supplemental
Indenture, including, for all purposes of this Supplemental Indenture and any such other supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture, this Supplemental Indenture and any other
such supplemental indenture, respectively.


 


“Supplementary Interest”
has the meaning specified in Section 7.04(a) hereof.


 


“Trading Day” means a
Scheduled Trading Day on which (i) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the
Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange
on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,
on the principal other market on which the Common Stock is then traded, and (ii) there is no Market Disruption Event. 
If the Common Stock is not so listed or traded, “Trading Day” means a “Business Day.” Notwithstanding the
foregoing, for the purposes of determining amounts due upon conversion only pursuant to Section 5.03, “Trading
Day” means a day during which (i) trading in the Common Stock generally occurs on the primary exchange or quotation
system on which the Common Stock then trades or is quoted and (ii) there is no Market Disruption Event.


 






    7


     


    

 


“Trading Price” of the
Securities on any Trading Day means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for
$3.0 million principal amount of the Securities at approximately 3:30 p.m., New York City time, on such Trading Day from three
independent nationally recognized securities dealers selected by the Company; 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 $3.0 million principal amount of the Securities from a nationally recognized
securities dealer, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product
of (i) the Conversion Rate in effect on such Trading Day and (ii) the Last Reported Sale Price of the Common Stock on
such Trading Day.  Any such determination will be conclusive absent manifest error.  If the Company does not so instruct
the Bid Solicitation Agent (if other than the Company) to obtain bids when required, or the Bid Solicitation Agent fails to solicit
bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product
of (i) the Conversion Rate and (ii) the Trading Price for each Trading Day on which the Company or the Bid Solicitation
Agent fails to do so, as the case may be.


 


“Trigger Event” has the
meaning specified in Section 5.04(c) hereof.


 


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


 


“Unit of Reference Property”
has the meaning specified in Section 5.07(a) hereof.


 


“U.S.” or “United
States” means the United States of America.


 


“Valuation Period” has
the meaning specified in Section 5.04(c) hereof.


 


Section 1.03          References
to Interest.  Any reference to interest on, or in respect of, any Security in the Indenture shall be deemed to include
Supplementary Interest if, in such context, Supplementary Interest is, was or would be payable pursuant to Section 7.04. 
Any express mention of the payment of Supplementary Interest in any provision hereof shall not be construed as excluding Supplementary
Interest in those provisions hereof where such express mention is not made.


 


Section 1.04          References
to Principal.


 


(a)            Unless
the context otherwise requires, any reference to the principal of, or the principal amount of, any Security or Note in the Base
Indenture or this First Supplemental Indenture shall be deemed to include the Redemption Price and/or the Fundamental Change Purchase
Price, if, in such context, the Redemption Price and/or the Fundamental Change Purchase Price (as applicable) is, was or would
be payable in accordance with ‎Article III or ‎Article IV, as applicable. Unless the context otherwise requires,
any express mention of the Redemption Price or the Fundamental Change Purchase Price in any provision hereof shall not be construed
as excluding the Redemption Price or the Fundamental Change Purchase Price, as applicable, in those provisions hereof where such
express mention is not made.


 


Article II


 


THE
SECURITIES


 


Section 2.01          Title
and Terms; Payments.


 


(a)            Establishment;
Designation.  Pursuant to Section 3.01 of the Base Indenture, there is hereby established and authorized a new series
of Securities under the Indenture, which series of Securities shall be designated the “1.50% Convertible Senior Notes due
2026.”


 


(b)            Initial
Issuance.  Subject to Section 2.01(c) hereof, the aggregate principal amount of Securities that may initially
be authenticated and delivered under the Indenture is limited to $287,500,000.


 






    8


     


    

 


(c)            Further
Issues.  The Company may, without the consent of the Holders, issue additional Securities under the Indenture with the
same terms and the same CUSIP number as the Securities initially issued under the Indenture in an unlimited aggregate principal
amount; provided, that the Company may issue such additional Securities only if they are part of the same issue as the Securities
initially issued hereunder for United States federal income tax purposes.  Any such additional Securities will, for all purposes
of the Indenture, including waivers, amendments and offers to purchase, be treated as part of the same series as the Securities
initially issued under the Indenture.


 


(d)            Purchases. 
The Company and its Subsidiaries may from time to time purchase Securities in open market purchases in negotiated transactions
or otherwise without giving prior notice to or obtaining any consent of the Holders.  Any Securities purchased by the Company
or any of its Subsidiaries pursuant to the foregoing sentence or otherwise will be retired and will no longer be Outstanding under
the Indenture.


 


(e)            Denominations. 
Pursuant to Sections 3.01 and 3.02 of the Base Indenture, the Securities will be issued only in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof.


 


Section 2.02          Forms.


 


(a)            In
General.  Pursuant to Section 2.01 of the Base Indenture, the Securities will be substantially in the forms set forth
in Exhibit A hereto, and may include such insertions, omissions, substitutions and other variations as are required
or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of the Securities.


 


Notwithstanding Section 2.02 of the
Base Indenture, each Security will bear a Trustee’s certificate of authentication substantially in the form included in Exhibit A
hereto.  Each Security will also bear the Form of Notice of Conversion, the Form of Fundamental Change Purchase
Notice and the Form of Assignment and Transfer.


 


Any Security that is a Global Security will
bear a legend substantially in the form of the legend set forth in Exhibit A hereto and shall also bear the “Schedule
of Increases and Decreases of Global Security” set forth in Annex A to Exhibit A hereto.


 


The terms and provisions contained in the
Securities will constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby.  However, to the extent that any provision of any Security conflicts with the express provisions of the
Indenture, the provisions of this Indenture will govern and control.


 


(b)            Initial
and Subsequent Form of Securities.  The Company hereby initially appoints The Depository Trust Company as the Depositary
for the Securities, which initially shall be issued in the form of one or more Global Securities without interest coupons (i) registered
in the name of Cede & Co., as nominee of the Depositary, and (ii) delivered to the Trustee as custodian for the Depositary.


 


So long as the Securities are eligible for
book-entry settlement with the Depositary, unless otherwise required by law, and except to the extent provided in Section 2.03(c)(i) through
(3) hereof, all Securities will be represented by one or more Global Securities.


 


(c)            Global
Securities.  Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed
thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal
amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or purchases by the Company.


 






    9


     


    

 


Only the Trustee, or the Custodian holding
such Global Security for the Depositary, at the direction of the Trustee, may endorse a Global Security to reflect the amount of
any increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, and whenever
the Holder of a Global Security delivers instructions to the Trustee to increase or decrease the aggregate principal amount of
the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures,
the Trustee, or the Custodian holding such Global Security for the Depositary, at the direction of the Trustee, will endorse such
Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented
thereby.  None of the Trustee, the Company or any agent of the Trustee or the Company will have any responsibility or bear
any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial interest
in a Global Security or with respect to maintaining, supervising or reviewing any records relating to such beneficial interest.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and Cede & Co., or such other
person designated by the Depositary as its nominee, may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner of the Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of any Holder.


 


Section 2.03          Transfer
and Exchange.


 


(a)            In
General.  Notwithstanding anything to the contrary in Article III of the Base Indenture, the Company is not required
to transfer or exchange any Securities or portions thereof that have been surrendered for purchase in accordance with Article III
hereof (unless the related Fundamental Change Purchase Notice is withdrawn in accordance with the provisions of Section 3.03)
or for conversion in accordance with Article V hereof or that have been called for redemption in accordance with the
provisions of Article IV hereof, and a written form of transfer substantially in the form of the Form of Assignment
and Transfer will be deemed to be a written instrument of transfer satisfactory to the Company and the Security Registrar.


 


At such time as all interests in a Global
Security have been purchased, converted, cancelled or exchanged for Securities in certificated form, such Global Security shall,
upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary
and the Custodian for the Global Security.  At any time prior to such cancellation, if any interest in a Global Security is
purchased, converted, cancelled or exchanged for Securities in certificated form, the principal amount of such Global Security
shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian for the Global
Security, be appropriately reduced, and an endorsement shall be made on such Global Security, by the Trustee or the Custodian for
the Global Security, at the direction of the Trustee, to reflect such reduction.


 


(b)            Global
Securities.  Notwithstanding anything to the contrary in Section 3.05 of the Base Indenture, every transfer and exchange
of a beneficial interest in a Global Security will be effected through the Depositary in accordance with the Applicable Procedures
and the provisions of the Indenture, and each Global Security may be transferred only as a whole and only (A) by the Depositary
to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary,
or (C) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


(c)            Holders
Deemed Owners.  Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any interest (subject to Section 3.07 of the Base Indenture) on such
Security at the Maturity Date, in connection with a Fundamental Change, upon any conversion and for all other purposes whatsoever,
including delivery of shares of Common Stock on conversion, for distribution of notices to such Holders or solicitations of their
consent, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


 


Notwithstanding anything to the contrary
in Section 2.03 of the Base Indenture:


 






    10


     


    

 


(1)            Each
Global Security will be exchanged for Physical Securities if the Depositary delivers notice to the Company that the Depositary
is unwilling, unable or no longer permitted under applicable law to continue to act as Depositary, and, in each case, the Company
promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after
receiving notice from the Depositary.


 


(2)            If
an Event of Default has occurred and is continuing, any owner of a beneficial interest in a Global Security may exchange such beneficial
interest for Physical Securities by delivering a written request to the Security Registrar.


 


(3)            If
the Company notifies the Trustee that it wishes to terminate and exchange all or part of a Global Security for Physical Securities
and the beneficial owners of the majority of the principal amount of such Global Security (or portion thereof) to be exchanged
consent to such exchange, the Company may exchange all beneficial interests in such Global Security (or portion thereof) for Physical
Securities by delivering a written request to the Security Registrar.


 






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In the case of an exchange for Physical
Securities under clause (1) above:


 


(A)            each
Global Security will be deemed surrendered to the Trustee for cancellation;


 


(B)            the
Trustee will cause each Global Security to be cancelled in accordance with the Applicable Procedures; and


 


(C)            the
Company, in accordance with Section 2.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request,
the Trustee, in accordance with Section 2.03 of the Base Indenture, will promptly authenticate and deliver, for each beneficial
interest in each Global Security so exchanged, an aggregate principal amount of Physical Securities equal to the aggregate principal
amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies,
and bearing any legends that such Physical Securities are required to bear under this Indenture.


 


In the case of an exchange for Physical
Securities under clause (2) above:


 


(A)            the
Security Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of
the beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant
Global Security, in each case if and as such information is provided to the Security Registrar by the Depositary;


 


(B)            the
Company, in accordance with Section 2.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request,
the Trustee, in accordance with Section 2.03 of the Base Indenture, will promptly authenticate and deliver to such owner,
for the beneficial interest so exchanged by such owner, Physical Securities registered in such owner’s name having an aggregate
principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical
Securities are required to bear under this Indenture; and


 


(C)            the
Security Registrar, in accordance with the Applicable Procedures, will cause the principal amount of such Global Security to be
decreased by the aggregate principal amount of the beneficial interest so exchanged.  If all of the beneficial interests in
a Global Security are so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation, and the Trustee
will cause such Global Security to be cancelled in accordance with the Applicable Procedures.


 






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In the case of an exchange for Physical
Securities under clause (3) above:


 


(A)           the
Company will deliver notice of such request to the Security Registrar and the Trustee, which notice will identify each owner of
a beneficial interest to be exchanged, the aggregate principal amount of each such beneficial interest and the CUSIP of the relevant
Global Security;


 


(B)            the
Company, in accordance with Section 2.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request,
the Trustee, in accordance with Section 2.03 of the Base Indenture, will promptly authenticate and deliver to each such beneficial
owner, Physical Securities registered in such beneficial owner’s name having an aggregate principal amount equal to the aggregate
principal amount of its exchanged beneficial interest and bearing any legends that such Physical Securities are required to bear
under this Indenture and any applicable law; and


 


(C)            the
Security Registrar, in accordance with the Applicable Procedures, will cause the principal amount of each relevant Global Security
to be decreased by the aggregate principal amount of the beneficial interests so exchanged.  If all of the beneficial interests
in a Global Security are so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation, and the
Trustee will cause such Global Security to be cancelled in accordance with the Applicable Procedures.


 


In each of the cases described in clauses
(1), (2) and (3) above, the Company may rely on the Depositary to provide all names of beneficial owners and their respective
principal amounts beneficially owned and may issue Physical Securities registered in the names and amounts so provided by the Depositary.


 


(d)            Physical
Securities.  Except to the extent otherwise provided in Section 2.03(a) hereof, Physical Securities may
be transferred or exchanged in accordance with Section 3.05 of the Base Indenture.


 


Section 2.04         Payments
on the Securities.


 


(a)            In
General.  Each Security will accrue interest at a rate equal to 1.50% per annum from the most recent date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly provided for, January 12, 2021.  Interest
on a Security will cease to accrue upon the earliest of the Maturity Date, subject to the provisions of Article III
hereof, any Fundamental Change Purchase Date for such Security, subject to the provisions of Article IV hereof, any
Redemption Date for such security and, subject to the provisions of Article V hereof, any Conversion Date for such
Security.  Interest on any Security will be payable semi-annually in arrears on each Interest Payment Date, beginning August 15,
2021, to the Holder of such Security as of the Close of Business on the Regular Record Date immediately preceding the applicable
Interest Payment Date.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
Pursuant to Section 7.04 hereof, in certain circumstances, the Company may be obligated to pay Holders Supplementary
Interest.


 


The Securities will mature on the Maturity
Date, and on the Maturity Date, each Holder of a then Outstanding Security will be entitled on such date to receive $1,000 in cash
for each $1,000 in principal amount of then Outstanding Securities held, together with accrued and unpaid interest to, but not
including, the Maturity Date on such then Outstanding Securities.


 


Notwithstanding anything to the contrary,
if the Maturity Date or any Interest Payment Date, Redemption Date, Fundamental Change Purchase Date or any Conversion Date falls,
or if any payment, delivery, notice or other action by the Company is otherwise due, on a day that 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 immediately following Business Day
with the same force and effect as if taken on such date, and no additional interest will accrue and no Default shall occur on account
of such delay.


 






    13


     


    

 


(b)            Method
of Payment.  The Company will pay the principal of, the Fundamental Change Purchase Price for, the Redemption Price for,
and any cash portion of the Settlement Amount with respect to, any Physical Security to the Holder of such Security in cash at
the designated office of the Paying Agent in the borough of Manhattan in The City of New York, New York, prior to 10:00 a.m. on
the relevant payment or settlement date, as the case may be.  The Company will pay any interest on any Physical Security to
the Holder of such Security (i) if such Holder holds $2,000,000 or less aggregate principal amount of Securities, by check
mailed to such Holder’s registered address, and (ii) if such Holder holds more than $2,000,000 aggregate principal amount
of Securities, (A) by check mailed to such Holder’s registered address or, (B) if such Holder delivers to the Security
Registrar a written request that the Company make such payments by wire transfer to an account of such Holder within the United
States, for each interest payment corresponding to each Regular Record Date occurring during the period beginning on the date on
which such Holder delivered such request and ending on the date, if any, on which such Holder delivers to the Security Registrar
a written instruction to the contrary, by wire transfer of immediately available funds to the account specified by such Holder.


 


The Company will pay the principal of, interest
on, the Fundamental Change Purchase Price for, the Redemption Price for, and any cash portion of the Settlement Amount with respect
to, any Global Security to the Depositary by wire transfer of immediately available funds on the relevant payment date in accordance
with Applicable Procedures.


 


(c)            Defaulted
Payments.  The Company shall pay any interest on the Securities that is payable, but is not punctually paid or duly provided
for, on the applicable Interest Payment Date, in accordance with Section 3.07 of the Base Indenture.


 


Article III


 


PURCHASES


 


Section 3.01        Purchase
at Option of Holders upon a Fundamental Change.  (a) If a Fundamental Change occurs, then each Holder shall have
the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Securities, or
any portion thereof such that the remaining principal amount of each Security that is not purchased in full equals $1,000 or an
integral multiple of $1,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified
by the Company that is not less than 20 calendar days or more than 35 calendar days following the date on which the Company delivers
the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change
Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change
Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record
Date, the Company shall instead pay such accrued and unpaid interest on such Security on the Interest Payment Date to the Holder
of record of such Security as of such Regular Record Date.


 


Purchases of Securities under this Section 3.01
shall be made, at the option of the Holder thereof, upon:


 


(i)            if
the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the
 “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security
attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business
on the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extensions to comply with applicable
law (the “Fundamental Change Expiration Time”); and


 


(ii)            if
the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the
Applicable Procedures of the Depositary and the satisfaction of any other requirements of the Depositary in connection with tendering
beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time.


 






    14


     


    

 


The Fundamental Change Purchase Notice in
respect of any Securities to be purchased shall state:


 


(1)           if
certificated, the certificate numbers of such Securities;


 


(2)           the
portion of the principal amount of such Securities, which must be such that the principal amount that is not to be purchased of
each Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and


 


(3)           that
such Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Indenture.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01
shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental
Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.03.


 


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


 


(b)            On
or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities,
the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change
Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders
arising as a result thereof.  Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance
with the procedures of the Depositary for providing notices.  Simultaneously with providing such Fundamental Change Company
Notice, the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the
information on the Company’s website or through such other public medium as the Company may use at that time.


 


Each Fundamental Change Company Notice shall
specify:


 


(i)            the
events causing the Fundamental Change;


 


(ii)           the
date of the Fundamental Change;


 


(iii)          the
last date on which a Holder of Securities may exercise the purchase right pursuant to this Article III;


 


(iv)          the
Fundamental Change Purchase Price;


 


(v)           the
Fundamental Change Purchase Date;


 


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


 


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


 


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


 


(ix)          that
the Holder shall have the right to withdraw any Securities surrendered for purchase prior to the Fundamental Change Expiration
Time; and


 


(x)           the
procedures that Holders must follow to require the Company to purchase their Securities.


 






    15


     


    

 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings
for the purchase of the Securities pursuant to this Section 3.01.


 


(c)            Notwithstanding
the foregoing, there shall be no purchase of any Securities pursuant to this Section 3.01 if the principal amount of
the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase
Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase
Price with respect to such Securities).  The Paying Agent will promptly return to the respective Holders thereof any Physical
Securities held by it during the acceleration of the Securities (except in the case of an acceleration resulting from a Default
by the Company in the payment of the Fundamental Change Purchase Price with respect to such Securities) and shall deem to be cancelled
any instructions for book-entry transfer of the Securities in compliance with the procedures of the Depositary, in which case,
upon such return or cancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed
to have been withdrawn.


 


Section 3.02        Effect
of Fundamental Change Purchase Notice.  Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice specified
in Section 3.01, the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given
shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.04) thereafter be entitled
to receive solely the Fundamental Change Purchase Price in cash with respect to such Security (and any previously accrued and
unpaid interest on such Security).  Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt
of funds by the Paying Agent, on the later of (x) the applicable Fundamental Change Purchase Date (provided the conditions
in Section 3.01 have been satisfied) and (y) the time of delivery or book-entry transfer of such Security to
the Paying Agent by the Holder thereof in the manner required by Section 3.01, subject in each case to extensions
to comply with applicable law.


 


Section 3.03        Withdrawal
of Fundamental Change Purchase Notice.  A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by
means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice
at any time prior to the Fundamental Change Expiration Time, specifying:


 


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


 


(ii)           if
Physical Securities have been issued, the certificate numbers of the withdrawn Securities; and


 


(iii)          the
principal amount, if any, of each Security that remains subject to the Fundamental Change Purchase Notice, which must be such that
the principal amount not to be purchased equals $1,000 or an integral multiple of $1,000 in excess thereof;


 


provided, however, that if the Securities are
Global Securities, the notice must comply with Applicable Procedures of the Depositary.


 


The Paying Agent will promptly return to
the respective Holders thereof any Physical Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn
in compliance with the provisions of this Section 3.03.


 


Section 3.04        Deposit
of Fundamental Change Purchase Price.  Prior to 10:00 a.m., New York City time, on the Fundamental Change Purchase
Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available
funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the Securities or portions
thereof that are to be purchased as of the Fundamental Change Purchase Date.  If the Paying Agent holds cash sufficient to
pay the Fundamental Change Purchase Price of the Securities for which a Fundamental Change Purchase Notice has been tendered and
not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase
Date, (a) such Securities will cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry
transfer of such Securities is made or such Securities have been delivered to the Paying Agent) and (b) all other rights
of the Holders in respect thereof will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery
or book-entry transfer of such Securities).


 






    16


     


    

 


Section 3.05        Securities
Purchased in Whole or in Part.  Any Security that is to be purchased, whether in whole or in part, shall be surrendered
at the office of the Paying Agent (with, if the Company or the Trustee so requires in the case of Physical Securities, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.


 


Section 3.06        Covenant
To Comply with Applicable Laws upon Purchase of Securities.  In connection with any offer to purchase Securities under
Section 3.01, the Company shall, in each case if required by law, (i) comply with Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Exchange Act that may then be applicable, (ii) file a Schedule TO or any
other required schedule under the Exchange Act and (iii) otherwise comply with all federal and state securities laws applicable
to the Company in connection with such purchase offer, in each case, so as to permit the rights and obligations under Section 3.01
to be exercised in the time and in the manner specified in Section 3.01.


 


Section 3.07        Repayment
to the Company.  To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.04
exceeds the aggregate Fundamental Change Purchase Price of the Securities or portions thereof that the Company is obligated
to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent
shall promptly return any such excess to the Company.


 


Article IV


 


OPTIONAL
REDEMPTION


 


Section 4.01         Applicability
of Article IV of the Base Indenture.


 


(a)            Article IV
of the Base Indenture shall not apply to the Securities. Instead, the provisions of this Article IV shall, with respect
to the Securities, supersede in its entirety Article IV of the Base Indenture.


 


Section 4.02        No
Sinking Fund.


 


(a)            Article V
of the Base Indenture shall not apply with respect to the Securities.


 


Section 4.03        Redemption.


 


(a)            The
Securities shall not be redeemable at the option of the Company prior to February 20, 2024. On or after February 20,
2024, the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes at the Redemption
Price, at the Company’s option, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion
Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including
the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company
provides the Notice of Redemption in accordance with ‎Section 4.04 hereof.


 






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Section 4.04        Notice
of Redemption; Selection of Securities.


 


(a)            In
case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to
Section 4.03, it shall fix a date for Optional Redemption (each, a “Redemption Date”) and it or, at its
written request received by the Trustee not less than 55 Scheduled Trading Days prior to the Optional Redemption Date (or such
shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall
deliver or cause to be delivered a written notice of such Optional Redemption (a “Redemption Notice”) not less
than 50 nor more than 60 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole
or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of
the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent. The Optional
Redemption Date must be a Business Day and the Company shall not specify a Redemption Date that falls on or after the 41st Scheduled
Trading Day immediately preceding the Maturity Date. Simultaneously with providing a Redemption Notice, the Company shall publish,
or cause to be published, a notice containing the information set forth in such Redemption Notice on the Company’s website
or through such other public medium as the Company may use at that time.


 


(b)            The
Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, failure to give such Notice of Redemption by mail or any defect in the Notice
of Redemption to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity
of the proceedings for the Optional Redemption of any other Note.


 


(c)             Each
Redemption Notice shall specify:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


(iii)          that
on the Redemption Date, the Redemption Price will become due and payable upon each Security to be redeemed, and that interest thereon,
if any, shall cease to accrue on and after the Redemption Date;


 


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


 


(v)           that
Holders may surrender their Securities for conversion at any time prior to the Close of Business on the Scheduled Trading Day immediately
preceding the Redemption Date;


 


(vi)          the
procedures a converting Holder must follow to convert its Securities and the Settlement Method and Specified Dollar Amount, if
applicable;


 


(vii)         the
then-current Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with
Section 5.06 hereof;


 


(viii)        the
CUSIP and ISIN or other similar numbers, if any, assigned to such Securities; and


 


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


 


(d)            A
Redemption Notice shall be irrevocable.


 






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(e)             If
fewer than all of the outstanding Securities are to be redeemed, the Securities shall be selected for Optional Redemption (in principal
amounts of $1,000 or multiples thereof) in accordance with the Applicable Procedures, in the case of Global Securities, and pro
rata, in the case of certificated Securities.


 


(f)             In
the event of any redemption in part, the Company shall not be required to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


Section 4.05        Payment
of Securities Called for Redemption.


 


(a)             If
any Redemption Notice has been given in respect of the Securities in accordance with ‎Section 4.04, the Securities
shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable
Redemption Price. On presentation and surrender of the Securities at the place or places stated in the Redemption Notice, the Securities
shall be paid and redeemed by the Company at the applicable Redemption Price.


 


(b)            Prior
to the Open of Business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary
of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 6.03 of the Base Indenture
an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price
of all of the Securities to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the
Securities to be redeemed shall be made on the Redemption Date for such Securities. The Paying Agent shall, promptly after such
payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


Section 4.06        Restrictions
on Redemption.


 


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


 


Article V


 


CONVERSION


 


Section 5.01        Right
To Convert.  (a) Subject to and upon compliance with the provisions of the Indenture, each Holder shall have the
right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount
that remains Outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess
thereof, into the Settlement Amount determined in accordance with Section 5.03(a) hereof, (x) prior to the
Close of Business on the Business Day immediately preceding August 15, 2025, only upon satisfaction of one or more of the
conditions described in Section 5.01(b) hereof, and (y) on or after August 15, 2025, at any time prior
to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date.


 


(b)           (i)         A
Holder may surrender Securities for conversion during any fiscal quarter commencing after March 31, 2021 (and only during
such fiscal quarter) if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive)
during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal quarter is
greater than or equal to 130% of the Conversion Price in effect on each Trading Day.


 






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(ii)            A
Holder may surrender Securities for conversion during the five Business Day period after any five consecutive Trading Day period
(the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined
following a request by a Holder in accordance with the procedures set forth in this Section 5.01(b)(ii), for each Trading
Day of such Measurement Period was less than 98% of the product of (i) the Conversion Rate in effect on such Trading Day and
(ii) the Last Reported Sale Price of the Common Stock on such Trading Day.  The Trading Price shall be determined by
the Bid Solicitation Agent pursuant to this Section 5.01(b)(ii) and the definition of “Trading Price”
set forth in Section 1.02 hereof.  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 in accordance
with the definition of Trading Price, along with the appropriate contact information for each.  The Bid Solicitation Agent
(if other than the Company) shall have no obligation to determine the Trading Price of the Securities unless the Company has requested
such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent,
to determine the Trading Price of the Securities) unless a Holder of at least $3.0 million aggregate principal amount of the Securities
provides it with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of
the product of (i) the Conversion Rate in effect on the next Trading Day and (ii) the Last Reported Sale Price of the
Common Stock on such Trading Day.  At such time, the Company shall instruct the Bid Solicitation Agent (if other than the
Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000
principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price
per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (i) the Conversion
Rate in effect on such Trading Day and (ii) the Last Reported Sale Price of the Common Stock on such Trading Day.  Whenever
the condition to conversion set forth in this Section 5.01(b)(ii) has been met, but was not met on the immediately
preceding Trading Day, the Company will so notify the Holders and the Trustee.  If, at any time after the condition to conversion
set forth in this Section 5.01(b)(ii) has been met, the condition to conversion set forth in this Section 5.01(b)(ii) ceases
to be met, the Company will so notify the Holders and the Trustee on the first Trading Day on which such condition ceases to be
met.


 


(iii)          If
the Company calls any Security for Optional Redemption pursuant to Article IV hereof prior to the close of business on the
Business Day immediately preceding August 15, 2025, then a Holder may surrender all or any portion of its Securities for conversion
at any time prior to the close of business on the Scheduled Trading Day prior to the relevant Redemption Date, even if the Notes
are not otherwise convertible at such time. After that time, the right to convert on account of the Company’s delivery of
a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of
Notes may convert its Notes until the Redemption Price has been paid or duly provided for.


 


(iv)         If
the Company elects to (x) issue to all or substantially all holders of the Common Stock rights, options or warrants entitling
them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase Common Stock,
at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading
Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or (y) distribute to
all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase the Company’s
securities, 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, and including, the Trading Day immediately preceding the date of announcement
for such distribution, then, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for
such issuance or distribution, to the Holders at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance
or distribution.  Holders may surrender their Securities for conversion at any time during the period beginning on the 45th
Scheduled Trading Day immediately prior to the Ex-Dividend Date for such issuance or distribution and ending on the earlier of
(a) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution
or (b) its announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible
at such time; provided, however, that Holders may not convert their Securities pursuant to this Section 5.01(b)(iii) if
the Company provides that Holders shall participate, at the same time and upon the same terms as holders of the Common Stock, and
as a result of holding the Securities, in the relevant issuance or distribution without having to convert their Securities as if
they held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such issuance or
distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend
Date for such issuance or distribution.


 






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(v)           If
(i) a Make-Whole Fundamental Change occurs or (ii) the Company is a party to (a) a consolidation, merger, binding
share exchange, pursuant to which the Common Stock would be converted into cash, securities or other assets or (b) a sale,
conveyance, transfer or lease of all or substantially all of the assets of the Company and its Subsidiaries, on a consolidated
basis, to another person (other than any of the Company’s Subsidiaries), the Securities may be surrendered for conversion
at any time from or after the date that is 25 Scheduled Trading Days prior to the anticipated Fundamental Change Effective Date
or the anticipated effective date of such sale, conveyance, transfer or lease, as the case may be (or, if later, the Business Day
after the Company gives notice of such transaction) until the Close of Business (i) if such transaction is a Fundamental Change,
on the Business Day immediately preceding the Fundamental Change Purchase Date, and, (ii) otherwise, on the 35th Business
Day immediately following the effective date for such transaction.  The Company will notify the Holders of any such transaction:


 


(1)            as
promptly as practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled
Trading Days prior to the anticipated effective date of such transaction; or


 


(2)            if
the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date
of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of
such transaction, but in no event later than the actual effective date of such transaction.


 


(c)            Notwithstanding
any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive shares of Common Stock
following conversion of such Securities to the extent that receipt of such shares of Common Stock would cause such Holder (after
application of certain constructive ownership rules) to exceed the ownership limit as provided in the Company’s charter;
provided, however, that if any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not
made, in whole or in part, as a result of the foregoing limitation, the Company’s obligation to make such delivery shall
not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives
notice to the Company that such delivery would not result in it being the beneficial or constructive owner of more than 9.8%, by
value or number, whichever is more restrictive, of the outstanding shares of any class or series of capital stock of the Company.


 


Section 5.02        Conversion
Procedures.


 


(a)            Each
Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures
of the Depositary.


 


(b)            To
exercise the conversion privilege with respect to a beneficial interest in a Global Security, the Holder must complete the appropriate
instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements
and transfer documents if required by the Company or the Conversion Agent, and pay the funds, if any, required by Section 5.02(f) and
any taxes or duties if required pursuant to Section 5.02(g), and the Conversion Agent must be informed of the conversion
in accordance with the customary practice of the Depositary.


 






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To exercise the conversion privilege with
respect to any Physical Securities, the Holder of such Physical Securities shall:


 


(i)            complete
and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion
Notice”) or a facsimile of the Conversion Notice;


 


(ii)           deliver
the Conversion Notice, which is irrevocable, and the Security to the Conversion Agent;


 


(iii)          if
required, furnish appropriate endorsements and transfer documents,


 


(iv)          if
required, make any payment required under Section 5.02(f); and


 


(v)           if
required, pay all transfer or similar taxes as set forth in Section 5.02(g).


 


If a Security is subject to a Fundamental
Change Purchase Notice, such Security may not be converted unless such Fundamental Change Purchase Notice is withdrawn in accordance
with Section 3.03 hereof prior to the relevant Fundamental Change Expiration Time.


 


For any Security, the first Business Day
on which the Holder of such Security satisfies all of the applicable requirements set forth above with respect to such Security
and on which conversion of such Security is not otherwise prohibited under this Indenture shall be the “Conversion Date”
with respect to such Security.


 


Each conversion shall be deemed to have
been effected as to any such Securities (or portion thereof) surrendered for conversion at the Close of Business on the applicable
Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock
delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such
Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging
Period (in the case of Combination Settlement) except to the extent required by Section 5.04 hereof. At the Close of
Business on the Conversion Date for a Security, the converting Holder shall no longer be the Holder of such Security.


 


(c)            Endorsement.
Any Securities surrendered for conversion shall, unless shares of Common Stock issuable on conversion are to be issued in the same
name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or its duly authorized attorney.


 


(d)            Physical
Securities. If any Securities in a denomination greater than $1,000 shall be surrendered for partial conversion, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new
Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities.


 


(e)            Global
Securities. Upon the conversion of a beneficial interest in Global Securities, the Conversion Agent shall make a notation in
its records as to the reduction in the principal amount represented thereby.  The Company shall notify the Trustee in writing
of any conversions of Securities effected through any Conversion Agent other than the Trustee.


 


(f)             Interest
Due Upon Conversion.  If a Holder converts a Security after the Close of Business on a Regular Record Date but prior to
the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Security
with an amount of cash equal to the amount of interest that will payable on such Security on the corresponding Interest Payment
Date; provided, however, that a Holder need not make such payment (1) if the Conversion Date follows the Regular
Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that
is after a Regular Record Date and on or prior to the corresponding Interest Payment Date and the Holder converts its Security
after the Close of Business on such Regular Record Date and on or prior to the Open of Business on such Interest Payment Date;
or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such
Security. Therefore, for the avoidance of doubt, all Holders on the Regular Record Date immediately preceding the Maturity Date
will receive the full interest payment, if any, due on the Maturity Date in cash regardless of whether their Securities have been
converted following such Regular Record Date.


 






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(g)            Taxes
Due upon Conversion.  If a Holder converts a Security, the Company will pay any documentary, stamp or similar issue or
transfer tax due on the issue of any shares of Common Stock upon the conversion, unless the tax is due because the Holder requests
that any shares be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.


 


Section 5.03          Settlement
Upon Conversion.


 


(a)            Settlement
Amount.  Subject to this Section 5.03, if a Holder converts a Security, the Company shall pay or deliver to
such Holder, as the case may be, in respect of each $1,000 principal amount of Securities being converted, solely cash, solely
shares of Common Stock or a combination of cash and shares of Common Stock (the “Settlement Amount”), at the
Company’s election, as set forth in this Section 5.03.


 


(i)            The
Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last
Trading Day of the Cash Settlement Averaging Period; provided, that;


 


(1)            if
the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such shares
of Common Stock on the second Trading Day immediately following the relevant Conversion Date; and


 


(2)            if
prior to the relevant Conversion Date, the Common Stock has been replaced by Reference Property consisting solely of cash, pursuant
to Section 5.07, the Company shall pay such cash on the second Trading Day immediately following the relevant Conversion
Date.  Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available
as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment
on the second Trading Day after the earliest Trading Day on which such calculation can be made.


 


(ii)            All
conversions after the issuance by the Company of a Redemption Notice with respect to the Securities and prior to the related Redemption
Date and all conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares
of Common Stock (the “Settlement Method”).


 


(iii)           Prior
to the first day of the Final Conversion Period (other than after the issuance by the Company of a Redemption Notice with respect
to the Securities and prior to the related Redemption Date), the Company will elect (or be deemed to have elected) the same Settlement
Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur during the Final Conversion
Period or after the issuance by the Company of a Redemption Notice with respect to the Securities and prior to the related Redemption
Date, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates.


 


(iv)            With
respect to each Conversion Date occurring prior to the Final Conversion Period (other than after the issuance by the Company of
a Redemption Notice with respect to the Securities and prior to the related Redemption Date), the Company shall deliver a notice
(each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the
second Trading Day following the related Conversion Date.  With respect to each Conversion Date occurring during the Final
Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply
to all conversions occurring during the Final Conversion Period.  With respect to each Conversion Date occurring after the
issuance by the Company of a Redemption Notice with respect to the Securities and prior to the related Redemption Date, the Company
shall, in the related Redemption Notice, provide a Settlement Notice which specifies the Settlement Method that shall apply to
all conversions occurring after the issuance by the Company of a Redemption Notice and prior to the related Redemption Date in
accordance with the provisions of Section 4.02(c) hereof. Each such Settlement Notice shall specify whether the Company
shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”),
(ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a
combination of cash and shares of Common Stock (“Combination Settlement”).  In the case of an election
that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount.  If the
Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice
within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified
Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000.


 






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(v)           The
Settlement Amount in respect of any conversion shall be computed as follows:


 


(1)            if
the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company
will deliver to the converting Holder a number of shares of Common Stock for each $1,000 principal amount of Securities equal to
the then-applicable Conversion Rate;


 


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


 


(3)            if
the Company elects to satisfy its conversion obligation in respect of such conversion through Combination Settlement, the Company
shall pay and deliver to the converting Holder, as the case may be, in respect of each $1,000 principal amount of Securities 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 Cash Settlement Averaging Period.


 


(vi)          The
 “Daily Settlement Amount” for each of the 40 consecutive Trading Days of the applicable Cash Settlement Averaging
Period, will consist of:


 


(1)            cash
equal to the lesser of (i) a dollar amount per Security to be received upon conversion as specified by the Company in the
Settlement Notice (the “Specified Dollar Amount”), if any, divided by 40 (such quotient being referred
to as the “Daily Measurement Value”) and (ii) the Daily Conversion Value; and


 


(2)            to
the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value for such Trading Day, 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 of the Common Stock for such Trading Day.


 


(vii)         In
the case of Cash Settlement or Combination Settlement, the Settlement Amount shall be determined by the Company promptly following
the last day of the Cash Settlement Averaging Period.  Promptly after such determination of the Settlement Amount and the
amount of cash deliverable in lieu of fractional shares (if any), the Company shall notify the Trustee and the Conversion Agent
of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu
of fractional shares of Common Stock.  The Trustee and the Conversion Agent shall be entitled to rely exclusively on the notice
given by the Company and shall have no responsibility for any such determination.


 






    24


     


    

 


(viii)        Notwithstanding
anything to the contrary in this First Supplemental Indenture or in the Securities, by notice to Holders, the Trustee and the Conversion
Agent (if other than the Trustee), the Company may, prior to the Final Conversion Period, at its option, irrevocably elect to satisfy
its conversion obligation with respect to the Securities through any Settlement Method that it is then permitted to elect for all
Conversion Dates occurring subsequent to delivery of such notice. Concurrently with providing notice to all Holders, the Trustee
and the Conversion Agent (if other than the Trustee) of an election to irrevocably fix the Settlement Method, the Company shall
promptly issue a report on Form 8-K or press release announcing that it has elected to irrevocably fix the Settlement Method.
Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method theretofore elected (or deemed to
be elected) with respect to any Security pursuant to the provisions set forth in this Section 5.03. For the avoidance of doubt,
such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Securities. However, the
Company may nonetheless choose to execute such an amendment at its option.


 


(b)            Fractional
Shares.  Notwithstanding the foregoing, the Company will not issue fractional shares of Common Stock as part of the Settlement
Amount due with respect to any converted Security in respect of which shares of Common Stock are deliverable.  Instead, if
any such Settlement Amount includes a fraction of a share of Common Stock, the Company will, in lieu of delivering such fraction
of a share of Common Stock, pay an amount of cash equal to the product of (i) such fraction of a share and (ii) the Daily
VWAP of the Common Stock on the relevant Conversion Data (in the case of Physical Settlement) or on the last Trading Day of the
applicable Cash Settlement Averaging Period (in the case of Combination Settlement), subject in each case to the following paragraph.


 


If a Holder surrenders more than one Security
for conversion on a single Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock
due with respect to such Securities as if such Holder had surrendered for conversion one Security having an aggregate principal
amount equal to the sum of the principal amounts of each of the Securities surrendered for conversion by such Holder on such Conversion
Date.


 


(c)            Settlement
of Accrued Interest and Deemed Payment of Principal.  If a Holder converts a Security, the Company will not adjust the
Conversion Rate to account for any accrued and unpaid interest on such Security and the Company’s delivery of the amount
of cash and the number of shares of Common Stock, if any, into which a Security is convertible will be deemed to satisfy and discharge
in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Security to,
but excluding, the Conversion Date; provided, however, that if a Holder converts a Security after a Regular Record
Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the
interest due on such Interest Payment Date to the Holder of such Security on such Regular Record Date (and the Holder shall pay
to the Company the interest payment upon conversion if so required by Section 5.02(f)).


 


As a result, except as otherwise provided
in the proviso to the immediately preceding sentence, any accrued and unpaid interest with respect to a converted Security will
be deemed to be paid in full rather than cancelled, extinguished or forfeited.  In addition, if the Settlement Amount for
any Security includes both cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of
the amount of cash delivered upon such conversion.  In no event will a Holder be entitled to receive any dividend or other
distribution with respect to any shares of Common Stock issued on conversion of such Holder’s Securities if the applicable
Conversion Date is after the Regular Record Date for such dividend or distribution.  Prior to the settlement of any conversion
in accordance with this Section 5.03, a Holder shall not be the owner of any shares of Common Stock issuable upon conversion
of such Holder’s Securities.


 


(d)            Notices. 
Whenever a Conversion Date occurs with respect to a Security, the Conversion Agent will, as promptly as possible, and in no event
later than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then
the Conversion Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount
of Securities converted on such Conversion Date and the names of the Holders that converted Securities on such Conversion Date.


 


Section 5.04          Adjustment
of Conversion Rate.  The Conversion Rate will be adjusted as described in this Section 5.04, except that
the Company shall not make any adjustment to the Conversion Rate if Holders participate (other than in the case of a share split
or share combination), at the same time and upon the same terms as holders of the Common Stock and as a result of holding the
Securities, in any of the transactions described below without having to convert their Securities, as if they held a number of
shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands)
of Securities held by such Holder.


 






    25


     


    




 


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


 


	
         CR1
	=	
        CR0 x
	OS1	 
	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 combination, as applicable;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and
	 	 	 	 
	 	OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.


 


Any adjustment made under this Section 5.04(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.  If any dividend or distribution
of the type described in this Section 5.04(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 date of such issuance, to subscribe for or purchase shares of Common Stock,
at a price per share 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 will be increased based on the following formula:


 






    26


     


    

 


	
        CR1

         
	=	
        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;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date;
	 	 	 	 
	 	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	 	 	 
	 	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.





 


Any increase made under this Section 5.04(b) will
be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the
Open of Business on the Ex-Dividend Date for such issuance.  To the extent that such rights, options or warrants are not exercised
prior to their expiration or shares of Common Stock are not delivered upon the expiration of such rights, options or warrants,
the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the increase with respect to the
issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually
delivered.  If such rights, options or warrants are not so issued, or if such rights, options or warrants are not exercised
prior to their expiration, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such
Ex-Dividend Date for such issuance had not occurred.


 


For purposes of this Section 5.04(b) and
Section 5.01(b)(iii) hereof, in determining whether any rights, options or warrants entitle the holders of the
Common Stock to subscribe for or purchase shares of Common Stock at a price per share less than such average of the Last Reported
Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on 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
or distributions, rights options or warrants as to which an adjustment was effected pursuant to Section 5.04(a) hereof
or Section 5.04(b) hereof;


 


(ii)           dividends
or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 5.04(d) hereof;
and


 


(iii)          Spin-Offs
as to which the provisions set forth below in this Section 5.04(c) shall apply;


 


then the Conversion Rate shall be increased based on the following
formula:


 






    27


     


    

 


	
        CR1

         
	
        =

         
	
        CR0 x

         
	SP0	 
	SP0 - FMV	 


 


where,


 


	 	CR0	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;
	 	 	 	 
	 	SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 	 
	 	FMV	=	the fair market value (as determined by the Board of Directors) of the shares of the Company’s Capital Stock, evidences the Company’s indebtedness, other assets, or property of the Company or rights, options or warrants to acquire the Company’s Capital Stock or other securities distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.





 


If “FMV” (as defined above)
is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder
of Securities shall receive, in respect of each $1,000 principal amount of Securities it holds, at the same time and upon the same
terms as holders of the Common Stock, the amount and kind of the Company’s Capital Stock, evidences of the Company’s
indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s Capital Stock
or other securities that such Holder would have received as 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.


 


Any increase made under the portion of this
Section 5.04(c) will 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 be the Conversion Rate
that would then be in effect if such dividend or distribution had not been declared.


 


With respect to an adjustment pursuant to
this Section 5.04(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 one of the Company’s Subsidiaries
or other business units, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon
the consummation of the distribution) on a United States national securities exchange (a “Spin-Off”), the Conversion
Rate will be increased based on the following formula:


 


	
        CR1

         
	
        =

         
	
        CR0 x

         
	FMV0 + MP0	 
	MP0	 


 


where,


 


	 	CR0	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such Spin-Off;
	 	 	 	 
	 	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after, and including, the effective 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.


 






    28


     


    

 


The adjustment to the applicable Conversion
Rate under the preceding paragraph of this Section 5.04(c) will be made immediately after the Open of Business
on the day after the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Ex-Dividend
Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of
the Cash Settlement Averaging Period in respect of any conversion, references within this Section 5.04(c) to 10
Trading Days shall be deemed replaced, for purposes of calculating the affected Daily Conversion Values in respect of that conversion,
with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including,
the last Trading Day of such Cash Settlement Averaging Period. For purposes of determining the applicable Conversion Rate, in respect
of any conversion during the 10 Trading Days commencing on the Ex-Dividend Date for any Spin-Off, references within the portion
of this Section 5.04(c) related to “Spin-Offs” to 10 Trading Days shall be deemed replaced with such
lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, the
relevant Conversion Date.


 


For purposes of the second adjustment set
forth in this clause 5.04(c), (i) the Last Reported Sale Price of any Capital Stock or similar equity interest shall
be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the Common Stock in the definition
of “Last Reported Sale Price” set forth in Section 1.02 hereof, (ii) whether a day is a Trading Day
(and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar
equity interest shall be determined in a manner analogous to that used to determine whether a day is a Trading Day (or whether
a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (iii) whether
a day is a Trading Day to be included in a Valuation Period will be determined based on whether a day is a Trading Day for both
the Common Stock and such Capital Stock or similar equity interest.


 


Subject to Section 5.04(g),
for the purposes of this Section 5.04(c), 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 (either initially or under
certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger
Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are
also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 5.04(c),
(and no adjustment to the Conversion Rate under this Section 5.04(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 5.04(c).  If any such
right, option or warrant, distributed prior to the date of this Supplemental 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 of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire
on such date without exercise by any of the holders).  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 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 5.04(c) was made, (1) in the case of any such rights, options or warrants which 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 holders of Common Stock with respect
to such rights, options or warrants (assuming each 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 which
shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such
rights and warrants had not been issued.


 


(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:


 






    29


     


    

 


	
        CR1

         
	=	
        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;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 	 
	 	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	 	 	 
	 	C	=	the amount in cash per share that the Company distributes to holders of the Common Stock.





 


If “C” (as defined above) is
equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder shall
receive, for each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as holders of Common
Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal
to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.  Such increase 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 to be the Conversion Rate that would then be in effect if such dividend
or distribution had not been declared.


 


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


 


	
        CR1

         
	
        =

         
	
        CR0 x

         
	AC + (SP1 x OS1)	 
	OS0 x SP1	 


 


where,


 


	 	CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Offer Expiration Date;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Close of Business the Offer Expiration Date;
	 	 	 	 
	 	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 offer or exchange offer;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer);
	 	 	 	 
	 	OS1	 	the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 	 
	 	SP1	 	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.


 






    30


     


    

 


The adjustment to the applicable Conversion
Rate under the preceding paragraph of this Section 5.04(e) will be given effect at the Open of Business on the
Trading Day next succeeding the Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than
10 Trading Days prior to, and including, the end of the Cash Settlement Averaging Period in respect of any conversion, references
within this Section 5.04(e) to 10 Trading Days shall be deemed replaced, for purposes of calculating the affected
Daily Conversion Values in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including,
the Trading Day next succeeding the Offer Expiration Date to, and including, the last Trading Day of such Cash Settlement Averaging
Period. For purposes of determining the applicable Conversion Rate, in respect of any conversion during the 10 Trading Days commencing
on the Trading Day next succeeding the Offer Expiration Date, references within this Section 5.04(e) to 10 Trading
Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next
succeeding the Offer Expiration Date to, and including, the relevant Conversion Date.


 


(f)             Special
Settlement Provisions.  Notwithstanding anything to the contrary herein, with respect to any Securities as to which Physical
Settlement is applicable, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder
that has converted its Securities on or after such Ex-Dividend Date and on or prior to the related Regular Record Date would be
treated as the record holder of shares of Common Stock as of the related Conversion Date in accordance with the provisions of the
last paragraph of Section 5.02(b) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding
the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Dividend Date will not
be made for such converting Holder. Instead, such Holder will be treated as if such Holder were the record owners of the shares
of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such
adjustment.


 


(g)            Poison
Pill.  Whenever a Holder converts a Security, to the extent that the Company has a rights plan in effect, the Holder converting
such Security will receive, in addition to any shares of Common Stock otherwise received in connection with such conversion, the
rights under the rights plan unless the rights have separated from the Common Stock, in which case, and only in such case, the
Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, shares
of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as described in Section 5.04(c) hereof,
subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


(h)            Deferral
of Adjustments.  Notwithstanding anything to the contrary herein, except on and after the first Trading Day of any Cash
Settlement Averaging Period with respect to a Security and on or prior to the last Trading Day of such Cash Settlement Averaging
Period, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease
of at least one percent; provided, however, that any such minor adjustments that are not required to be made will
be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment
of less than one percent that has not been made shall be made upon the occurrence of (i) the Effective Date for any Make-Whole
Fundamental Change, (ii) if the Company calls the Securities for Optional Redemption, (iii) each Trading Day of any Cash
Settlement Averaging Period and (iv) if the Company elects to satisfy its conversion obligation solely in shares of Common
Stock, upon any conversion of Securities.


 


(i)            Limitation
on Adjustments.  Except as stated in this Section 5.04, the Company will not adjust the Conversion Rate for
the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common
Stock or such convertible or exchangeable securities.  If, however, the application of the formulas in Sections 5.04(a) through
(e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion
Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split, share combination or
readjustment).


 


In addition, notwithstanding anything to
the contrary herein, the Conversion Rate will not be adjusted:


 


(i)            on
account of stock repurchases that are not tender offers referred to in Section 5.04(e) hereof, including structured
or derivative transactions, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise;


 






    31


     


    

 



 


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


 


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


 


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


 


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


 


(vi)            for
accrued and unpaid interest on the Securities, if any; or


 


(vii)           for
an event otherwise requiring an adjustment under this Indenture if such event is not consummated.


 


(j)           For
purposes of this Section 5.04, the number of shares of Common Stock at any time outstanding shall not include shares
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 issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.


 


(k)          Withholding
on Adjustments. If, in connection with any adjustment to the Conversion Rate as set forth in this Section 5.04
a Holder shall be deemed for U.S. federal tax purposes to have received a distribution, the Company may set off any withholding
tax it reasonably believes it is required to collect with respect to any such deemed distribution against cash payments of interest
in accordance with the provisions of Section 2.04 hereof or from cash and shares of Common Stock, if any, otherwise
deliverable to a Holder upon a conversion of Securities in accordance with the provisions of Section 5.03 hereof or
repurchase of a Security in accordance with the provisions of Article III hereof.


 


Section 5.05     Discretionary
and Voluntary Adjustments.


 


(a)          Discretionary
Adjustments.  Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices,
the Daily VWAPs or any function thereof over a span of multiple days (including during a Cash Settlement Averaging Period),
the Company will 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 Effective Date, Ex-Dividend Date or Offer Expiration Date
of the event occurs, at any time during the period when such Last Reported Sale Prices, the Daily VWAPs or function thereof is
to be calculated.


 


(b)          Voluntary
Adjustments.  To the extent permitted by applicable law, the Company is permitted to increase the Conversion Rate of
the Securities by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase
would be in the Company’s best interest.  The Company may also (but is not required to) increase the Conversion Rate
to avoid or diminish income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or
distribution of shares (or rights to acquire shares) or similar event.


  






    32


     


    

 


Section 5.06     Adjustment
to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption.


 


(a)          Increase
in the Conversion Rate.  If (1) a Make-Whole Fundamental Change occurs, or (2) the Company provides a Notice
of Redemption in accordance with the provisions of Section 4.04 hereof, and a Holder elects to convert its Securities in
connection with such Make-Whole Fundamental Change or Notice of Redemption, as the case may be, the Company shall, under certain
circumstances, increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional shares
of Common Stock (the “Additional Shares”), as described in this Section 5.06.  A conversion
of Securities shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the
relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the Effective Date of the
Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to the related
Fundamental Change Purchase Date or, if such Make-Whole Fundamental Change is not a Fundamental Change, the 35th Business Day
immediately following the Effective Date for such Make-Whole Fundamental Change. A conversion of Securities will be deemed for
these purposes to be “in connection with” a Notice of Redemption if the notice of conversion of the Securities is
received by the Conversion Agent from, and including, the date of the Notice of Redemption until the Close of Business on the
Scheduled Trading Day immediately preceding the Redemption Date.


 


(b)          Cash
Mergers.  Notwithstanding anything to the contrary herein, if the consideration paid to holders of the Common Stock in
any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of
cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the payment and
delivery obligations upon the conversion of a Security shall be calculated based solely on the Stock Price for such Make-Whole
Fundamental Change and shall, for each $1,000 principal amount of Securities converted, be deemed to be an amount of cash equal
to the product of (i) the Conversion Rate in effect on the applicable Conversion Date (as increased by any number of Additional
Shares required by this Section 5.06) multiplied by (ii) such Stock Price.  In such event, the Company
will pay such amount of cash to a converting Holder on the second Business Day following the applicable Conversion Date. 
Otherwise, the Company will settle any conversion of the Securities following the Effective Date for a Make-Whole Fundamental
Change in accordance with Section 5.02 hereof (but subject to Section 5.07 hereof).


 


(c)          Determining
the Number of Additional Shares.  The number of Additional Shares, if any, by which the Conversion Rate will be increased
for a Holder that converts its Securities in connection with a Make-Whole Fundamental Change or a Notice of Redemption shall be
determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental
Change occurs or becomes effective (the “Effective Date”) or the date of the Notice of Redemption and the price
(the “Stock Price”) paid (or deemed paid) per share of Common Stock in the Make-Whole Fundamental Change or
with respect to the Optional Redemption, as the case may be.  If the holders of the Common Stock receive only cash in a Make-Whole
Fundamental Change described in clause (2) of the definition of Fundamental Change, the Stock Price shall be the cash amount
paid per share.  Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over
the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the
Make-Whole Fundamental Change or the date of the Notice of Redemption, as the case may be.


 


(d)          Interpolation
and Limits.  The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which
case:


 


(i)              If
the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the
number of Additional Shares 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 $50.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table in Schedule A pursuant to Section 5.06(d)(iv) hereof), the Conversion Rate
shall not be increased.


 


(iii)            If
the Stock Price is less than $8.72 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column
headings of the table in Schedule A pursuant to Section 5.06(d)(iv) hereof), the Conversion Rate shall
not be increased.


 






    33


     


    

 


Notwithstanding the foregoing, in no event
will the Conversion Rate exceed 114.6788 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments
in the same manner as the Conversion Rate is required to be adjusted as set forth in Section 5.04 hereof.


 


(iv)            The
Stock Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of any date on which
the Conversion Rate of the Securities is otherwise required to be adjusted.  The adjusted Stock Prices shall equal the Stock
Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion
Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion
Rate as so adjusted.  The number of Additional Shares set forth in such table shall be adjusted in the same manner and at
the same time as the Conversion Rate is required to be adjusted as set forth in Section 5.04.


 


(e)          Notices. 
The Company shall notify the Trustee and the Holders 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.


 


Section 5.07     Effect
of Recapitalization, Reclassification, Consolidation, Merger or Sale





 


(a)          Merger
Events.  In the case of:


 


(i)              any
recapitalization, reclassification or change of the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a split, subdivision or combination for which an adjustment was made
pursuant to Section 5.04(a) hereof);


 


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


 


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


 


(iv)            any
statutory share exchange;


 


and, 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,” any such stock, other securities, other property or assets, “Reference
Property,” and the amount of kind of Reference Property that a holder of one share of Common Stock (i) is entitled
to receive in the applicable Merger Event or (ii) if as a result of the applicable Merger Event, each share of Common Stock
is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder
election), the per-share of Common Stock weighted average of the types and amounts of Reference Property actually received by
the holders of the Common Stock, a “Unit of Reference Property”) then, at the effective time of such Merger
Event, the right to convert each $1,000 principal amount of Securities based on a number of shares of Common Stock equal to the
applicable Conversion Rate will, without the consent of the Holders, be changed into a right to convert each $1,000 principal
amount of Securities based on a number of Units of Reference Property equal to the applicable Conversion Rate 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 (which shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing for such change in the right to convert each $1,000 principal amount of Securities;
provided, however, that (i) any amount payable in cash upon conversion of the Securities in accordance with
Sections 5.03 and 5.06 hereof shall continue to be payable in cash, (ii) the number of shares of Common Stock
that the Company would have been required to deliver upon conversion of the Securities in accordance with Sections 5.03
and 5.06 hereof shall instead be deliverable in Units of Reference Property and (iii) the Daily VWAP and the Last
Reported Sale Price will, to the extent reasonably possible, be calculated based on the value of a Unit of Reference Property
and the definitions of Trading Day and Market Disruption Event shall be determined by reference to the components 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) as contemplated by the preceding paragraph such that a Unit of Reference Property is comprised
of the per-share of Common Stock weighted average of the types and amounts of consideration actually received by the holders of
the Common Stock in the Merger Event, the Company shall notify Holders of the weighted average as soon as practicable after such
determination is made.


 


The Company shall not become a party to
any Merger Event unless its terms are consistent with this Section 5.07.  Such supplemental indenture described
in the second immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the adjustments
provided for in this Article V in the judgment of the Board of Directors or the board of directors of the successor
person.  If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Stock
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 person, as the case may be, in such Merger Event, then such supplemental indenture shall also
be executed by such other person.


 


(b)          Notice
of Supplemental Indentures.  The Company shall cause notice of the execution of such supplemental indenture to be mailed
to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Security Registrar,
within 20 days after execution thereof.  Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.  The above provisions of this Section 5.07 shall similarly apply to successive Merger
Events.


 


Section 5.08     Stock
Issued Upon Conversion.


 


(a)          Reservation
of Shares.  To the extent necessary to satisfy its obligations under this Indenture, prior to issuing any Common Stock,
the Company will reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock
to permit the conversion of the Securities.


 


(b)          Certain
other Covenants.  The Company covenants that all shares of Common Stock that may be issued upon conversion of Securities
shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall
be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change
in registered owner).


 


The Company shall list or cause to have
quoted any shares of Common Stock to be issued upon conversion of Securities on each national securities exchange or over-the-counter
or other domestic market on which the Common Stock is then listed or quoted.


 


Section 5.09     Responsibility
of Trustee.  The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder
of Securities to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment
of the Conversion Rate, or to confirm the accuracy of any such adjustment when made or the appropriateness of 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 other securities or property that may at any time be issued or delivered upon the conversion of any Securities, and are
not responsible for monitoring the price of any of the foregoing; and the Trustee and the 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article V.  The rights, privileges, protections, immunities and benefits given to the Trustee,
including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.


 






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Section 5.10     Notice
to Holders.


 


(a)          Notice
to Holders Prior to Certain Actions.  The Company shall deliver notices of the events specified below at the times specified
below and containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is
already required to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the
Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included
in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it
has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining
knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder containing
such information.  In each case, the failure by the Company to give such notice, or any defect therein, shall not affect
the legality or validity of such event.


 


(i)            Issuances,
Distributions, and Dividends and Distributions.  If the Company (A) announces any issuance of any rights, options
or warrants that would require an adjustment in the Conversion Rate pursuant to Section 5.04(b) hereof; (B) authorizes
any distribution that would require an adjustment in the Conversion Rate pursuant to Section 5.04(c) hereof (including
any separation of rights from the Common Stock described in Section 5.04(g) hereof); or (C) announces any
dividend or distribution that would require an adjustment in the Conversion Rate pursuant to Section 5.04(d) hereof,
then the Company shall deliver to the Holders, as promptly as possible, but in any event at least 15 calendar days prior to the
applicable Ex-Dividend Date, notice describing such issuance, distribution, dividend or distribution, as the case may be, and
stating the expected Ex-Dividend Date and record date for such issuance, distribution, dividend or distribution, as the case may
be.  In addition, the Company shall deliver to the Holders notice if the consideration included in such issuance, distribution,
dividend or distribution, or the Ex-Dividend Date or record date of such issuance, distribution, dividend or distribution, as
the case may be, changes.


 


(ii)          Voluntary
Increases.  If the Company increases the Conversion Rate pursuant to Section 5.05(b), the Company shall deliver
notice to the Holders at least 15 calendar days prior to the date on which such increase will become effective, which notice shall
state the date on which such increased will become effective and the amount by which the Conversion Rate will be increased.


 


(iii)          Dissolutions,
Liquidations and Winding-Ups.  If there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company shall deliver notice to the Holders as promptly as possible, but in any event at least 15 calendar days prior to the
earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be, is expected to become effective
or occur, and (ii) the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding-up, as
the case may be, which notice shall state the expected effective date and record date for such event, as applicable, and the amount
and kind of property that a holder of one share of Common Stock is expected to be entitled, or may elect, to receive in such event. 
The Company shall deliver an additional notice to holders, as promptly as practicable, whenever the expected effective date or
record date, as applicable, or the amount and kind of property that a holder of one share of Common Stock is expected to be entitled
to receive in such event, changes.


 


(b)          Notices
After Certain Actions and Events.  Whenever an adjustment to the Conversion Rate becomes effective pursuant to Sections
5.04, 5.05 or 5.06 hereof, the Company will (i) file with the Trustee an Officers’ Certificate stating
that such adjustment has become effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver
notice to the Holder’s stating that such adjustment has become effective and the Conversion Rate or conversion privilege
as adjusted.  Failure to give any such notice, or any defect therein, shall not affect the validity of any such adjustment.


 






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Article VI


 


PARTICULAR
COVENANTS OF THE COMPANY


 


Section 6.01     Inapplicable
Provisions in the Base Indenture.  Section 6.07 of the Base Indenture shall not be applicable to the Securities.


 


Section 6.02     Payment
of Principal, Interest, Fundamental Change Purchase Price and Redemption Price.  This Section 6.02 shall
replace Section 6.01 of the Base Indenture in its entirety.


 


The Company covenants and agrees that it
will cause to be paid the principal of (including the Fundamental Change Purchase Price and the Redemption Price, if applicable),
and accrued and unpaid interest, if any, on each of the Securities at the places, at the respective times and in the manner provided
herein and in the Securities.


 


Section 6.03     Maintenance
of Office or Agency.  This Section 6.03 replaces Section 6.02 of the Base Indenture in its entirety
and references in the Base Indenture to Section 6.02 of the Base Indenture shall be deemed replaced with references to this
Section 6.03.


 


The Company will maintain an office of
the Paying Agent, an office of the Security Registrar and an office or agency where Securities may be surrendered for conversion
(“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Securities 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.


 


The Company may also from time to time
designate co-registrars one or more other offices or agencies where the Securities 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 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, Security Registrar, Custodian, Conversion Agent and the Corporate Trust Office, which shall be
in the continental United States, shall be considered as one such office or agency of the Company for each of the aforesaid purposes.


 


With respect to any Global Security, the
Corporate Trust Office of the Trustee or any Paying Agent shall be the Place of Payment where such Global Security may be presented
or surrendered for payment or conversion or for registration of transfer or exchange, or where successor Securities may be delivered
in exchange therefor; provided, however, that any such payment, conversion, presentation, surrender or delivery
effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected
at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


Section 6.04     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 9.10 of the Base Indenture, a Trustee, so that there shall at
all times be a Trustee hereunder.


 


Section 6.05     Provisions
as to Paying Agent.  This Section 6.05 shall replace Section 6.03 of the Base Indenture in its entirety
and references in the Base Indenture to Section 6.03 of the Base Indenture shall be deemed replace with references to this
Section 6.05.


 






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(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 6.05:


 


(i)            that
it will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, the
Fundamental Change Purchase Price for, and the Redemption Price for, the Securities in trust for the benefit of the holders of
the Securities;


 


(ii)           that
it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid
interest, if any, on, the Fundamental Change Purchase Price for, or the Redemption Price for, the Securities 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 of, accrued and unpaid interest, if any, on, Fundamental Change Purchase Price for, and the Redemption Price
for, the Securities, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, Fundamental
Change Purchase Price or Redemption Price, as the case may be, 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 10:00 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 of, accrued and unpaid interest,
if any, on, Fundamental Change Purchase Price for or Redemption Price for, the Securities, set aside, segregate and hold in trust
for the benefit of the holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any,
on, Fundamental Change Purchase Price or Redemption Price, as the case may be, 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 of, accrued
and unpaid interest on, Fundamental Change Purchase Price for or Redemption Price for, the Securities when the same shall become
due and payable.


 


(c)          Anything
in this Section 6.05 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 or cause to be paid to the Trustee all sums held in
trust by the Company or any Paying Agent hereunder as required by this Section 6.05, such sums to be held by the Trustee
upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such
Paying Agent shall be released from all further liability with respect to such sums.


 


Section 6.06     Reports. 
This Section 6.06 will replace the last sentence of Section 10.02 of the Base Indenture in its entirety.


 


The Company will file with the Trustee,
within 15 days after it is required to file the same with the SEC, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, that it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and to otherwise comply with Section 314(a) of the Trust Indenture Act.  Any such report, information
or document that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be delivered
to the Trustee for the purposes of this Section 6.06 at the time of such filing through the EDGAR system (or such
successor thereto).


 


Delivery of any such reports, information
and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information
and documents 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
rely exclusively on Officers’ Certificates).


 






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Section 6.07     Statements
as to Defaults.  The Company shall deliver to the Trustee, as soon as possible, and in any event within thirty days after
the Company becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate setting forth the
details of such Default or Event of Default, its status and the action that the Company proposes to take with respect thereto. 
Such Officers’ Certificate shall also comply with any additional requirements set forth in Section 1.02 of the Base
Indenture.


 


Section 6.08     Supplementary
Interest Notice.  If Supplementary Interest is payable by the Company pursuant to Section 7.04 hereof, the
Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (a) the amount of such Supplementary
Interest that is payable and (b) the date on which such 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
Supplementary Interest is payable.  If the Company has paid Supplementary Interest directly to the Persons entitled to them,
the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.


 


Section 6.09     Covenant
to Take Certain Actions.  Before taking any action which would cause an adjustment to the Conversion Rate such that the
Conversion Price per share share of Common Stock issuable upon conversion of the Securities would be less than the par value of
the Common Stock, the Company shall take all corporate actions that may, in the opinion of its counsel, be necessary so it may
validly and legally issue Common Stock at such adjusted Conversion Rate.


 


Article VII


 


REMEDIES


 


Section 7.01     Amendments
to the Base Indenture.


 


(a)          The
Holders shall not have the benefit of Article VIII of the Base Indenture and, with respect to the Securities, this Article VII
supersedes Article VIII of the Base Indenture in its entirety.


 


(b)          The
reference to Section 8.12 in Section 9.01(d) of the Base Indenture is, with respect to the Securities, hereby
deemed replaced by a reference to Section 7.06 here.


 


(c)          The
reference to Section 8.01(d) in the proviso to the first sentence of Section 9.02 of the Base Indenture is, with
respect to the Securities, hereby deemed replaced by a reference to Section 7.02(f) hereof.


 


(d)          The
reference to Section 8.01(a) or 8.01(b) in Section 9.03(h) of the Base Indenture is, with respect to
the Securities, hereby deemed replaced by a reference to Section 7.01(a) or (b) hereof.


 


(e)          The
reference to Section 8.14 in Section 9.10(d) of the Base Indenture is, with respect to the Securities, hereby deemed
replaced by a reference to Section 7.16 hereof.


 


Section 7.02     Events
of Default.  Each of the following events (and only the following events) shall be an “Event of Default”
wherever used with respect to the Securities:


 


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


 


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


 


(c)          failure
by the Company to comply with its obligations under Article V hereof to convert the Securities into the amount of
cash or the combination of cash and shares of Common Stock, if any, determined in accordance with Article V hereof
upon exercise of a Holder’s conversion right and that failure continues for five (5) Business Days;


 






    39


     


    

 


(d)          failure
by the Company to comply with its obligations under Article X hereof;


 


(e)          failure
by the Company to issue a notice in accordance with the provisions of Section 5.01(b)(iii) hereof or Section 3.01(b) hereof
when due;


 


(f)           failure
by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Securities
then Outstanding (a copy of which notice, if given by Holders, must also be given to the Trustee) has been received by the Company
to comply with any of its other agreements contained in the Securities or this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section 7.02 specifically provided for or that is
not applicable to the Securities), which notice shall state that it is a “Notice of Default” hereunder;


 


(g)          failure
by the Company to pay beyond any applicable grace period, or the acceleration of, indebtedness of the Company or any of the Company’s
Subsidiaries in an aggregate amount greater than $25,000,000 (or its foreign currency equivalent at the time);


 


(h)          the
Company or any Significant Subsidiary of the Company shall commence a voluntary case or other proceeding seeking the 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 of the Company or any substantial part of the Company’s or
such Significant Subsidiary of the Company’s property, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they become due; or


 


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


 


Section 7.03     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 7.02(h) or Section 7.02(i) with
respect to the Company (and not solely with respect to a Significant Subsidiary of the Company)), unless the principal of all
of the Securities shall have already become due and payable, either the Trustee or the holders of at least 25% in aggregate principal
amount of the Securities then Outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may
declare 100% of the principal of, and accrued and unpaid interest, if any, on all the Securities to be due and payable immediately. 
If an Event of Default specified in Section 7.02(h) or Section 7.02(i) with respect to the Company
(and not solely with respect to a Significant Subsidiary of the Company) occurs and is continuing, the principal of, and accrued
and unpaid interest, if any, on all Securities shall be immediately due and payable.


 






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Section 7.04     Supplementary
Interest.


 


(a)          Notwithstanding
any provisions of the Indenture to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to
(i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act
any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act, or (ii) the Company’s failure to comply with Section 6.06 hereof (a “Reporting Event of Default”),
will consist exclusively of the right to receive additional interest on the Securities (the “Supplementary Interest”)
at a rate per year equal to (i) 0.25% per annum of the Outstanding principal amount of the Securities for the first 90 days
of the 180-day period on which such Event of Default is continuing beginning on, and including, the date on which such an Event
of Default first occurs and (ii) 0.50% per annum of the Outstanding principal amount of the Securities for the last 90 days
of such 180-day period as long as such Event of Default is continuing. If the Company so elects, such Supplemental Interest will
be payable in the same manner and on the same dates as the stated interest payable on the Securities. On the 181st day after such
Event of Default (if the Reporting Event of Default is not cured or waived prior to such 181st day), the Securities will be subject
to acceleration pursuant to Section 7.03. The provisions of this Section 7.04 will not affect the rights
of Holders of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of Default. In the
event the Company does not elect to pay the Supplemental Interest following an Event of Default in accordance with this Section 7.04 or
the Company elected to make such payment but do not pay the Supplemental Interest when due, the Securities will be immediately
subject to acceleration as provided in Section 7.03.


 


(b)          In
order to elect to pay the Supplemental Interest as the sole remedy during the first 180 days after the occurrence of an Reporting
Event of Default, the Company must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to
the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Securities will be immediately
subject to acceleration as provided in Section 7.03.


 


Section 7.05     Waiver
of Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities then Outstanding, by written
notice to the Company and to the Trustee, may waive (including by way of consents obtained in connection with a repurchase of,
or tender or exchange offer for, the Securities) all past Defaults or Events of Default with respect to the Securities (other
than a Default or an Event of Default resulting from nonpayment of principal or interest, a failure to deliver consideration due
upon conversion or any other provisions that requires the consent of each affected Holder to amend) and rescind any such acceleration
with respect to the Securities and its consequences if (i) rescission would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, other than the nonpayment of the principal of, and
interest on, the Securities that have become due solely by such declaration of acceleration have been cured or waived.


 


Section 7.06     Control
by Majority.  At any time, the Holders of a majority of the aggregate principal amount of the then Outstanding Securities
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or for exercising any
trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to the Trustee’s duties under Article IX of the Base Indenture and the Trust Indenture
Act, that the Trustee determines to be unduly prejudicial to the rights of a Holder or to the Trustee, or that would potentially
involve the Trustee in personal liability unless the Trustee is offered indemnity or security reasonably satisfactory to it against
any loss, liability or expense to the Trustee that may result from the Trustee’s instituting such proceeding as the Trustee. 
Prior to taking any action hereunder, the Trustee will be entitled to indemnification reasonably satisfactory to it against all
losses and expenses caused by taking or not taking such action.


 


Section 7.07     Limitation
on Suits.  Subject to Section 7.08 hereof, no Holder may pursue a remedy with respect to this Indenture or
the Securities unless:


 


(a)          such
Holder has previously delivered to the Trustee written notice that an Event of Default has occurred and is continuing;


 


(b)          the
Holders of at least 25% of the aggregate principal amount of the then Outstanding Securities deliver to the Trustee a written
request that the Trustee pursue a remedy with respect to such Event of Default;


 


(c)          such
Holder or Holders have offered and, if requested, provided to the Trustee indemnity reasonably satisfactory to the Trustee against
any loss, liability or other expense of compliance with such written request;


 


(d)          the
Trustee has not complied with such written request within 60 days after receipt of such written request and offer of indemnity;
and


 


(e)          during
such 60-day period, the Holders of a majority of the aggregate principal amount of the then Outstanding Securities did not deliver
to the Trustee a direction inconsistent with such written request.


 






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A Holder may not use this Indenture to prejudice
the rights of any other Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee
does not have any affirmative duty to ascertain whether any usage of this Indenture by a Holder is unduly prejudicial to such other
Holders.


 


Section 7.08     Rights
of Holders to Receive Payment and to Convert. Notwithstanding anything to the contrary elsewhere in this Indenture, the right
of any Holder to receive payment of the principal of, interest on, Fundamental Change Purchase Price for, or Redemption Price
for, its Securities, on or after the respective due date, and to convert its Securities and receive payment or delivery of the
consideration due with respect to such Securities in accordance with Article V hereof, or to bring suit for the enforcement
of any such payment or conversion rights, will not be impaired or affected without the consent of such Holder and will not be
subject to the requirements of Section 7.07 hereof.


 


Section 7.09     Collection
of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 7.02(a), 7.02(b) or
7.02(c) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal of, interest on, Fundamental Change Purchase Price for,
Redemption Price for, and the amount of cash or the combination of cash and shares of Common Stock, if any, as the case may be,
due upon the conversion of, the Securities, as the case may be, and such further amount as is sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, as well as any other amounts that may be due under Section 9.07 of the Base Indenture.


 


Section 7.10     Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such 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 in respect of which
such judgment has been recovered.


 


Section 7.11     Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may
be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the
Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive
and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making
of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.07
of the Base Indenture.  To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.07 of the Base Indenture out of
the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and is paid
out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive
in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein
contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder,
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 7.12     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and
the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 






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Section
7.13     Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 3.06 of the Base Indenture, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


Section 7.14     Delay
or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article VII or by law to the Trustee or to the Holders may be
exercised from time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in this
Indenture) or by the Holders, as the case may be.


 


Section 7.15     Priorities.
If the Trustee collects any money pursuant to this Article VII, it will pay out the money in the following order:


 


FIRST: to the Trustee, its agents and attorneys
for amounts due under Section 9.07 of the Base Indenture, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


SECOND: to the Holders, for any amounts
due and unpaid on the principal of, accrued and unpaid interest on, Fundamental Change Purchase Price for, Redemption Price for,
and any cash due upon conversion of, any Security, without preference or priority of any kind, according to such amounts due and
payable on all of the Securities; and


 


THIRD: the balance, if any, to the Company
or to such other party as a court of competent jurisdiction directs.


 


The Trustee may fix a record date and payment
date for any payment to the Holders pursuant to this Section 7.15.  If the Trustee so fixes a record date and
a payment date, at least 15 days prior to such record date, the Company will deliver to each Holder and the Trustee a written notice,
which notice will state such record date, such payment date and the amount of such payment.


 


Section 7.16     Undertaking
for Costs. All parties to this Indenture agree, and each Holder, by such Holder’s acceptance of a Security, 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, 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, however, that the provisions of this Section 7.16
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 aggregate principal amount of the Securities then Outstanding, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of, accrued and unpaid interest, if any, on, Fundamental Change
Purchase Price for, or Redemption Price for, any Security on or after the due date expressed or provided for in this Indenture
or to any suit for the enforcement of the right to convert any Security in accordance with the provisions of Article V
hereof.


 


Section 7.17     Waiver
of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully do so, it will 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
wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and
the Company, to the extent that 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 instead suffer and permit the execution of every such power as though no such law has been enacted.


 






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Section 7.18     Notices
from the Trustee. Notwithstanding anything to the contrary in the Base Indenture, whenever a Default occurs and is continuing
and is known to the Trustee in accordance with the Base Indenture, the Trustee must deliver notice of such Default to the Holders
within 90 days after the date on which such Default first occurred.  Except in the case of a Default in the payment of the
principal of, interest on, Fundamental Change Purchase Price for or Redemption Price for, any Security or of a Default in the
payment or delivery, as the case may be, of the consideration due upon conversion of a Security, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of
the Holders.


 


Article VIII


 


SATISFACTION
AND DISCHARGE


 


Section 8.01     Satisfaction
and Discharge of the Indenture. The provisions set forth in this Article VIII shall, with respect to the Securities,
supersede in their entirety Article VII of the Base Indenture.


 


When (a) the Company shall deliver
to the Security Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed,
lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not
theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall
have become due and payable (whether on the Maturity Date, any Redemption Date, on any Fundamental Change Purchase Date, upon conversion
or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of
cash or the combination of cash and shares of Common Stock, if any, as the case may be (solely to settle amounts due with respect
to outstanding conversions), sufficient to pay all amounts due on all of such Securities (other than any Securities that shall
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated
and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied,
except in the event the Securities are due and payable solely in cash at the Maturity Date or upon an earlier Redemption Date or
Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified
accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to
be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to
(i) rights hereunder of Holders to receive all amounts owing upon the Securities and the other rights, duties and obligations
of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.
The Trustee is hereby authorized and directed to open and maintain any accounts as may be required to hold cash or shares of Common
Stock deposited with it pursuant to this Article VIII.


 


Section 8.02     Deposited
Monies to Be Held in Trust by Trustee. Subject to Section 8.04 hereof, all monies and shares of Common Stock,
if any, deposited with the Trustee pursuant to Section 8.01 hereof shall be held in trust for the sole benefit of
the Holders of the Securities, and such monies and shares of Common Stock shall be applied by the Trustee to the payment, either
directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular
Securities for the payment or settlement of which such monies or shares of Common Stock have been deposited with the Trustee,
of all sums or amounts due and to become due thereon for principal and interest, if any.


 


Section 8.03     Paying
Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all monies and shares of Common Stock,
if any, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it
or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies
and shares of Common Stock.


 






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Section 8.04     Return
of Unclaimed Monies. Subject to the requirements of applicable law, any monies and shares of Common Stock deposited with or
paid to the Trustee for payment of the principal of or interest, if any, on the Securities and not applied but remaining unclaimed
by the Holders of the Securities for two years after the date upon which the principal of or interest, if any, on such Securities,
as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability
of the Trustee shall thereupon cease with respect to such monies and shares of Common Stock; and the Holder shall thereafter look
only to the Company for any payment or delivery that such Holder may be entitled to collect unless an applicable abandoned property
law designates another person.


 


Section 8.05     Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money or shares of Common Stock in accordance with Section 8.02
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under the Indenture and the Securities shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to
apply all such money and shares of Common Stock in accordance with Section 8.02; provided, however,
that if the Company makes any payment of interest on, principal of or payment or delivery in respect of any Security following
the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money or shares of Common Stock, if any, held by the Trustee or Paying Agent.


 


Article IX


 


SUPPLEMENTAL
INDENTURES


 


Section 9.01     Supplemental
Indentures Without Consent of Holders. Section 12.01 of the Base Indenture shall not apply with respect to the Securities,
and this Section 9.01 shall replace Section 12.01 of the Base Indenture in its entirety.


 


Without the consent of any Holder, the Company
(when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(a)            to
conform the terms of this Indenture or the Securities to the description thereof in the Preliminary Prospectus Supplement, as supplemented
by the issuer free writing prospectus related to the offering of the Securities filed by the Company with the Commission pursuant
to Rule 433 under the Securities Act of 1933 on January 8, 2021;


 


(b)            to
evidence the succession by a Successor Company and to provide for the assumption by a Successor Company of the Company’s
obligations under the Indenture;


 


(c)            to
add guarantees with respect to the Securities and to remove guarantees in accordance with the terms of this Indenture and the Securities;


 


(d)            to
secure the Securities;


 


(e)            to
add to the Company’s covenants such further covenants, restrictions or conditions for the benefit of the Holders (or any
other holders) or surrender any right or power conferred upon the Company by the Indenture;


 


(f)            to
cure any ambiguity, omission, defect or inconsistency in this Indenture or the Securities, including to eliminate any conflict
with the Trust Indenture Act, or to make any other change that does not adversely affect the rights of any Holder in any material
respect;


 


(g)            to
provide for a successor Trustee;


 






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(h)           to
irrevocably elect a Settlement Method and/or a Specified Dollar Amount, or eliminate the right of the Company to elect a Settlement
Method;


 


(i)            to
comply with the Applicable Procedures of the Depositary; or


 


(j)            to
comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act.


 


Section 9.02     Supplemental
Indentures With Consent of Holders. Section 12.02 of the Base Indenture shall not apply with respect to the Securities,
and this Section 9.02 shall replace Section 12.02 of the Base Indenture in its entirety.


 


With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities affected by such supplemental indenture, including without limitation,
consents obtained in connection with a purchase of, or tender or exchange offer for, Securities and by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may 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 of modifying in any manner the rights of the Holders under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


(a)            reduce
the percentage in aggregate principal amount of Securities Outstanding necessary to waive any past Default or Event of Default;


 


(b)            reduce
the rate of interest on any Security or change the time for payment of interest on any Security;


 


(c)            reduce
the principal of any Security or the amount payable upon Optional Redemption of any Security or change the Maturity Date;


 


(d)           change
the place or currency of payment on any Security;


 


(e)           make
any change that impairs or adversely affects the conversion rights of any Securities;


 


(f)            reduce
the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the rights of the Holders of
the Securities the Company’s obligation to pay the Fundamental Change Purchase Price, whether through an amendment or waiver
of provisions in the covenants, definitions related thereto or otherwise;


 


(g)           impair
the right of any Holder of Securities to receive payment of principal of, and interest, if any, on, its Securities, or the right
to receive payment of the amount of cash or the combination of cash and shares of Common Stock, if any, as the case may be, due
upon conversion of its Securities on or after the due dates therefore or to institute suit for the enforcement of any such payment
or delivery, as the case may be, with respect to such Holder’s Securities;


 


(h)           modify
the ranking provisions of this Indenture in a manner that is adverse to the rights of the Holders of the Securities; or


 


(i)            make
any change to the provisions of this Article IX that requires each Holder’s consent or in the waiver provisions
in Section 7.05 of this Supplemental Indenture if such change is adverse to the rights of Holders of the Securities.


 






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It shall not be necessary for any Act or
consent of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act or consent shall approve the substance thereof.  The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. 
If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that,
unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


Section 9.03     Notice
of Amendment or Supplement. After an amendment or supplement under this Article IX becomes effective, the Company
shall mail to the Holders a notice briefly describing such amendment or supplement.  However, the failure to give such notice
to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.


 


Article X


 


SUCCESSOR
COMPANY


 


Section
10.01     Consolidation, Merger and Sale of Assets.


 


(a)            The
provisions in Article XI of the Base Indenture shall not apply with respect to the Securities, and this Article X
supersedes the entirety thereof.


 


(b)            In
addition, the reference to “Article Eight” in Section 6.04 of the Base Indenture is, with respect to the
Securities, deemed replaced with a reference to this Article X.


 


Section 10.02     Company
May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 10.04, the Company shall
not consolidate with, merge with or into or convey, transfer or lease its properties and assets substantially as an entirety to
another Person, unless:


 


(a)            the
Company shall be the surviving Person or 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,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities
and this Indenture as applicable to the Securities; and


 


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


 


Section
10.03     Successor Corporation to Be Substituted


 


.  In case of any such consolidation, merger, 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 (including any Fundamental Change
Purchase Price or Redemption Price), accrued and unpaid interest and accrued and unpaid Supplementary Interest, if any, on all
of the Securities, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the
Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the
Company under this Indenture, such Successor Company shall succeed to and be substituted for, and may exercise every right and
power of, the Company under this Indenture, 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 Securities 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 Securities
that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any
Securities that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. 
All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
at the date of the execution hereof.  In the event of any such consolidation, merger, conveyance or transfer (but not in the
case of a lease), 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 X 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 Securities and from its obligations under this Indenture.


 






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


 


Section 10.04     Opinion
of Counsel to Be Given to Trustee. In the case of an such merger, consolidation, conveyance, transfer or lease the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel stating that any such consolidation, merger, 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 X.


 


Article XI


 


MISCELLANEOUS


 


Section 11.01     Effect
on Successors and Assigns. Notwithstanding Section 1.11 of the Base Indenture, all agreements of the Company, the Trustee,
the Security Registrar, the Paying Agent and the Conversion Agent in this Indenture and the Securities will bind their respective
successors.


 


Section 11.02     Governing
Law. THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 11.03     No
Security Interest Created. Nothing in this Indenture or in the Securities, 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 11.04     Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter provision shall control.  If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 11.05     Benefits
of Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.11 of the Base Indenture, nothing in
this Supplemental Indenture or in the Securities, expressed or implied, will give to any Person, other than the parties hereto,
any Paying Agent, any Conversion Agent, any Authenticating Agent, any Security Registrar or their successors hereunder or the
Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.


 


Section 11.06     Calculations.
Except as otherwise provided in this Indenture, the Company shall be responsible for making all calculations called for under
the Securities.  These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the
Common Stock, accrued interest payable on the Securities and the Conversion Rate.  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 Securities. 
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 as provided to the Trustee to any Holder upon the
request of that Holder at the sole cost and expense of the Company.


 






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Whenever the Company is required to calculate
the Conversion Rate, the Company will do so to the nearest 1/10,000th of a share of Common Stock.


 


Section 11.07     Execution
in Counterparts. This Supplemental 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. Delivery of an executed counterpart of a signature
page of this Supplemental Indenture or the Securities by facsimile or by electronic (.pdf) format shall be as effective as
delivery of a manually executed counterpart of this Supplemental Indenture and the Securities, as applicable. The original documents
shall be delivered as soon as practicable, if requested. Each party agrees that this Supplemental Indenture, the Securities and
any other documents to be delivered in connection herewith may be electronically or digitally signed, and that any such electronic
or digital signatures appearing on this Supplemental Indenture, the Securities or such other documents are the same as handwritten
signatures for the purposes of validity, enforceability and admissibility.


 


Section 11.08     Notices.
The Company or the Trustee, by notice given to the other in the manner provided in Section 1.05 of the Base Indenture, may
designate additional or different addresses for subsequent notices or communications.


 


Notwithstanding anything to the contrary
in Sections 1.05 and 1.06 of the Base Indenture, whenever the Company is required to deliver notice to the Holders, the Company
will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying
Agent, the Security Registrar and the Conversion Agent.  Each notice to the Trustee, the Paying Agent, the Security Registrar
and the Conversion Agent shall be sufficiently given if in writing and mailed, first-class postage prepaid to the address most
recently sent by the Trustee, the Paying Agent, the Security Registrar or the Conversion Agent, as the case may be, to the Company.


 


The Trustee agrees to accept and act upon
instructions or directions from the Company pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or
other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the
Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee
in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions. The Company agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


 


Section 11.09     Ratification
of Base Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed,
and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein provided. 
For the avoidance of doubt, each of the Company and each Holder of Securities, by its acceptance of such Securities, acknowledges
and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture
are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as
if set forth herein in full.


 


Section 11.10     The
Trustee. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions
contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable
in respect of the Securities and of this Supplemental Indenture as fully and with like effect as set forth in full herein.


 


Section 11.11     No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company shall have any liability
for any obligations of the Company under the Securities, the Indenture or any claim based on, in respect of, or by reason of,
such obligations or their creation.  Each Holder, by accepting a Security, waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the Securities.


 






    49


     


    

 


Section 11.12     Submission
to Jurisdiction. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE SECURITIES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.


 


Section 11.13     Applicable
Tax Law. In order to enable the Trustee to comply with its obligations under applicable tax laws, rules and regulations
(including directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable
Tax Law”), the Company agrees (i) to provide to the Trustee, following written request from the Trustee delivered
to the Company in accordance with Section 11.08 of this Indenture, such information concerning the Holders of the
Securities as the Trustee may reasonably request in order to determine whether the Trustee has any tax-related obligations under
Applicable Tax Law with respect to the payments made to Holders of the Securities under this Indenture, but only to the extent
(a) such information is in the Company’s possession, (b) such information is not subject to any confidentiality
or similar agreement or undertaking or otherwise deemed by the Company to be confidential and (c) providing such information
to the Trustee does not, in the judgment of the Company, breach or violate or constitute a default under any applicable law, rules or
regulations or any instrument or agreement to which the Company or any of its Subsidiaries is a party or by which any of them
is bound, and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments made to Holders
of Securities under this Indenture to the extent necessary to comply with the Trustee’s obligations under Applicable Tax
Law. Each Holder of Securities by accepting a Security shall be deemed to have agreed to the foregoing provisions of this Section 11.13
and to provide to the Trustee or the Company such information concerning such Holder as the Trustee or the Company may reasonably
request in order to determine whether the Trustee or the Company has any tax-related obligations under Applicable Tax Law with
respect to the payments made to such Holder under this Indenture; and such agreement by each Holder is part of the consideration
for the issuance of the Securities.


 


Section 11.14     OFAC
Sanctions. The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers
are the target or subject of any sanctions enforced by the US Government, (including, without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury ("OFAC") or the US Department of State), the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively "Sanctions").
The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any
repayments/reimbursements made pursuant the Indenture, (i) to fund or facilitate any activities of or business with any person
who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities
of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that
will result in a violation of Sanctions by any person.


 


[Remainder of the page intentionally
left blank]


 






    50


     


    

 



 


 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the day and year first above written.


 


	 	SUMMIT HOTEL PROPERTIES, INC.
	 
	 	By:    	/s/ Christopher R. Eng
	 	 	Name: Christopher R. Eng
	 	 	Title: Executive Vice President, General
	 	 	          Counsel, Chief Risk Officer and Secretary
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	
	 	By:	/s/ Manjari Purkayastha
	 	 	Name: Manjari Purkayastha
	 	 	Title: Vice President




 






    


     


    

 


SCHEDULE A


 


The following table sets forth the number
of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 5.06 based on the Stock Price
and Effective Date set forth below.


 


	 	 	Stock Price
	Effective Date	 	$8.72	 	$9.50	 	 	$10.50	 	 	$11.99	 	 	$13.50	 	 	$15.59	 	 	$17.50	 	 	$20.00	 	 	$25.00	 	 	$30.00	 	 	$40.00	 	 	$50.00	 
	January 12, 2021 ...........	 	31.2760	 	 	27.1042	 	 	 	21.8124	 	 	 	16.1293	 	 	 	12.1459	 	 	 	8.4516	 	 	 	6.2171	 	 	 	4.2740	 	 	 	2.1504	 	 	 	1.1270	 	 	 	0.2865	 	 	 	0.0278	 
	February 15, 2022..........	 	31.2760	 	 	26.4232	 	 	 	20.9314	 	 	 	15.1109	 	 	 	11.1067	 	 	 	7.4811	 	 	 	5.3503	 	 	 	3.5550	 	 	 	1.6828	 	 	 	0.8323	 	 	 	0.1788	 	 	 	0.0000	 
	February 15, 2023..........	 	31.2760	 	 	25.4642	 	 	 	19.7152	 	 	 	13.7323	 	 	 	9.7281	 	 	 	6.2341	 	 	 	4.2720	 	 	 	2.6970	 	 	 	1.1700	 	 	 	0.5343	 	 	 	0.0860	 	 	 	0.0000	 
	February 15, 2024..........	 	31.2760	 	 	24.1926	 	 	 	18.0438	 	 	 	11.8249	 	 	 	7.8526	 	 	 	4.6100	 	 	 	2.9360	 	 	 	1.7070	 	 	 	0.6560	 	 	 	0.2717	 	 	 	0.0240	 	 	 	0.0000	 
	February 15, 2025..........	 	31.2760	 	 	22.5779	 	 	 	15.6086	 	 	 	8.9158	 	 	 	5.0778	 	 	 	2.4298	 	 	 	1.3269	 	 	 	0.6725	 	 	 	0.2328	 	 	 	0.0913	 	 	 	0.0015	 	 	 	0.0000	 
	February 15, 2026..........	 	31.2760	 	 	21.8603	 	 	 	11.8352	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 






    


     


    

 


EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[For Global Securities, include the following legend:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.]


 


	No.:	[                 ]
	CUSIP:	866082 AA8/
	ISIN:	US866082AA86


 


Principal Amount $[                
]

[as revised by the Schedule of Increases

and Decreases in the Global Security attached hereto]1


 


Summit Hotel Properties, Inc.

1.50% Convertible Senior Notes due 2026


 


Summit Hotel Properties, Inc., a Maryland
corporation, promises to pay to [                
] [include “Cede & Co.” for Global Security] or registered assigns, the principal amount of $[         
        ] on February 15, 2026 (the “Maturity Date”).


 


Interest Payment Dates: February 15
and August 15, beginning on August 15, 2021.


 


Regular Record Dates: February 1 and
August 1.


 


Additional provisions of this Security are
set forth on the other side of this Security.


 


 






1 Include for Global Securities only.


 






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IN WITNESS WHEREOF, SUMMIT HOTEL PROPERTIES, INC.
has caused this instrument to be duly signed.


 


	 	SUMMIT HOTEL PROPERTIES, INC.
	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:




 


	Dated:	 	 



 






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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


The Bank of New York Mellon Trust Company, N.A., as Trustee,
certifies that this is one of the Securities referred to in the within-mentioned Indenture.


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


 


	Attest:	 	 
	 	Authorized Signatory	 
	Dated:	 	 



 






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[FORM OF REVERSE OF NOTE]


 


SUMMIT HOTEL PROPERTIES, INC.

1.50% Convertible Senior Notes due 2026


 


This Security is one of a duly authorized
issue of debt securities of the Company (herein called the “Securities”), issued under an Indenture dated as
of January 12, 2021 (herein called the “Base Indenture”), and as further supplemented by the First Supplemental
Indenture, dated as of January 12, 2021 (herein called the “Supplemental Indenture” and the Base Indenture,
as supplemented by the Supplemental Indenture, the “Indenture”) by and between the Company and The Bank of New
York Mellon Trust Company, N.A., herein called the “Trustee”, and reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. 
This Security is not subject to redemption prior to February 20, 2024. On or after February 20, 2024, this Security is
subject to redemption in accordance with the terms and subject to the conditions specified in the Indenture.


 


As provided in and subject to the provisions
of the Indenture, upon the occurrence of a Fundamental Change, the Holder of this Security will have the right, at such Holder’s
option, to require the Company to purchase this Security, or any portion of this Security such that the principal amount of this
Security that is not purchased equals $1,000 or an integral multiple of $1,000 in excess thereof, on the Fundamental Change Purchase
Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date.


 


As provided in and subject to the provisions
of the Indenture, the Holder hereof has the right, at its option (i) during certain periods and upon the occurrence of certain
conditions specified in the Indenture, prior to the Close of Business on the Business Day immediately preceding August 15,
2025, and (ii) on or after August 15, 2025, at any time prior to the Close of Business on the second Scheduled Trading
Day immediately preceding the Stated Maturity, to convert this Security or a portion of this Security such that the principal amount
of this Security that is not converted equals $1,000 or an integral multiple of $1,000 in excess thereof, into an amount of cash,
shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, determined in accordance with Article V
of the Supplemental Indenture.


 


As provided in and subject to the provisions
of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price or Redemption Price for,
and the principal amount of, this Security to the Holder that surrenders this Security to the Paying Agent to collect such payments
in respect of this Security.  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 permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities to be effected under the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all Securities, to waive certain past Defaults under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Security, the Holders of not less than 25% in principal
amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee indemnity, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.  The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
interest hereon or amounts due upon conversion on or after the respective due dates expressed herein.


 






    A-4


     


    

 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay or deliver, as the case may be, the principal of (including the Fundamental Change Purchase Price or the Redemption Price),
interest on and the amount of cash, shares of Common Stock or combination of cash and shares of Common Stock, as the case may be,
due upon conversion of, this Security at the time, place and rate, and in the coin and currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registrable in the Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Securities are issuable only in registered
form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose name
the Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


All defined terms used in this Security
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.  If any provision of this Security
limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.


 






    A-5


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription of the face of this Security, shall be construed as though they were written out in full


 


	TEN COM - as tenants in common	UNIF GIFT MIN ACT	Custodian	 
	 	(Cust)	 	 
	 	 	 	 
	TEN ENT -as tenants by the entireties	 	 	 
	 	(Minor)	 	 
	 	 	 	 
	JT TEN - as joint tenants with right of Survivorship and not as

 tenants in common	Uniform Gifts to Minors 

Act	 	(State)


 


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


 






    A-6


     


    

 


ANNEX A


 


[Include for Global Security]


 


SCHEDULE OF INCREASES AND DECREASES OF GLOBAL
SECURITY


 


Initial principal amount of Global Security:


 


	
        Date
	 	
        Amount of

        Increase in

        principal

        amount of

        Global Security
	 	
        Amount of

        Decrease in

        principal

        amount of

        Global Security
	 	
        principal

        amount of

        Global Security

        after Increase

        or Decrease
	 	
        Notation by

        Security

        Registrar or

        Custodian



 






    A-7


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To:          Summit
Hotel Properties, Inc.


 


The undersigned Holder of this Security hereby irrevocably exercises
the option to convert this Security, or a portion hereof (which is such that the principal amount of the portion of this Security
that will not be converted equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into an amount
of cash, share of Common Stock or combination of cash and shares of Common Stock, as the case may be, in accordance with the terms
of the Indenture referred to in this Security, and directs that any cash payable and any shares of Common Stock issuable and deliverable
upon conversion, together with any Securities representing any unconverted principal amount hereof, be paid and/or issued and/or
delivered, as the case may be, to the registered Holder hereof unless a different name is indicated below.


 


Subject to certain exceptions set forth in the Indenture, if
this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business
on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount
equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be converted.  If
any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect to such issuance and transfer as set forth in the Indenture.


 


Principal amount to be converted (in an integral multiple of
$1,000, if less than all):


 


	 	 
	 	Signature(s)
	 
	 	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee
Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
(iii) The Stock Exchange Medallion Program (SEMP); or (iv) another guarantee program acceptable to the Trustee.
	 	 
	 	Signature Guarantee



 






    A-8


     


    

 


Fill in for registration of any shares of Common Stock and
Securities if to be issued otherwise than to the registered Holder. 


 


	 	 
	(Name)	 
	 
	 	 
	(Address)	 
	 
	Please print Name and Address
	(including zip code number)
	Social Security or other Taxpayer
	 
	Identifying
	Number	 	 	 




 






    A-9


     


    

 


ATTACHMENT 2


 





[FORM OF FUNDAMENTAL CHANGE PURCHASE
NOTICE]


 


To:          Summit
Hotel Properties, Inc.


 


The undersigned registered owner of this Security hereby acknowledges
receipt of a notice from Summit Hotel Properties, Inc. (the “Company”) as to the occurrence of a Fundamental
Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to
pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Security
(i) the entire principal amount of this Security, or the portion thereof (that is such that the portion not to be purchased
has a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if
such Fundamental Change Purchase Date does not occur during the period after a Regular Record Date and on or prior to the Interest
Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental
Change Purchase Date.


 


In the case of certificated Securities, the certificate numbers
of the Securities to be purchased 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 signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the
Security in every particular without alteration or enlargement or any change whatever.




 






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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 Security, and hereby irrevocably constitutes
and appoints                     
to                      transfer
the said Security on the books of the Company, with full power of substitution in the premises.


 


	 	 
	 	Signature(s)
	 	 
	 	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee
Programs:
	 	 
	 	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
(iii) The Stock Exchange Medallion Program (SEMP); or (iv) another guarantee program




 






    A-11