Exhibit 4.l
 
 

 



 


SEMTECH CORPORATION,



as Issuer


 


 


EACH OF THE GUARANTORS FROM TIME TO TIME PARTY
HERETO,




 


as Subsidiary Guarantors







AND







U.S. Bank Trust Company, National Association,



as Trustee





INDENTURE





Dated as of October 12, 2022


 


1.625% Convertible Senior Notes due 2027


 


 





     


     


    

TABLE OF CONTENTS


 








Page


 


 


Article
1




Definitions


 


	Section 1.01.  Definitions	1
	Section 1.02.  References to Interest	16


 


Article 2




Issue, Description, Execution, Registration and
Exchange of Notes


 


	Section 2.01.  Designation and Amount	16
	Section 2.02.  Form of Notes	16
	Section 2.03.  Date and Denomination of Notes; Payments of
    Interest and Defaulted Amounts	17
	Section 2.04.  Execution, Authentication and Delivery of
    Notes	19
	Section 2.05.  Exchange and Registration of Transfer of Notes;
    Restrictions on Transfer; Depositary	19
	Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07.  Temporary Notes	27
	Section 2.08.  Cancellation of Notes Paid, Converted, Etc	27
	Section 2.09.  CUSIP Numbers	27
	Section 2.10.  Additional Notes; Repurchases	28


 


Article
3




Satisfaction
and Discharge


 


	Section 3.01.  Satisfaction and Discharge	28


 


Article
4




Particular
Covenants of the Company


 


	Section 4.01.  Payment of Principal and Interest	29
	Section 4.02.  Maintenance of Office or Agency	29
	Section 4.03.  Appointments to Fill Vacancies in Trustee’s
    Office	30
	Section 4.04.  Provisions as to Paying Agent	30
	Section 4.05.  Existence	31
	Section 4.06.  Rule 144A Information Requirement and Annual
    Reports	31
	Section 4.07.  Stay, Extension and Usury Laws	34
	Section 4.08.  Compliance Certificate; Statements as to Defaults	34
	Section 4.09.  Further Instruments and Acts	34


 



    i 


     


    




Article
5




Lists
of Holders and Reports by the Company and the Trustee


 


	Section 5.01.  Lists of Holders	34
	Section 5.02.  Preservation and Disclosure of Lists	34


 


Article
6




Defaults
and Remedies


 


	Section 6.01.  Events of Default	35
	Section 6.02.  Acceleration; Rescission and Annulment	36
	Section 6.03.  Additional Interest	37
	Section 6.04.  Payments of Notes on Default; Suit Therefor	38
	Section 6.05.  Application of Monies Collected by Trustee	39
	Section 6.06.  Proceedings by Holders	40
	Section 6.07.  Proceedings by Trustee	41
	Section 6.08.  Remedies Cumulative and Continuing	41
	Section 6.09.  Direction of Proceedings and Waiver of Defaults
    by Majority of Holders	42
	Section 6.10.  Notice of Defaults	42
	Section 6.11.  Undertaking to Pay Costs	43


 


Article
7




Concerning
the Trustee


 


	Section 7.01.  Duties and Responsibilities of
    Trustee	43
	Section 7.02.  Reliance on Documents, Opinions, Etc	45
	Section 7.03.  No Responsibility for Recitals, Etc	46
	Section 7.04.  Trustee, Paying Agents, Conversion Agents,
    Bid Solicitation Agent or Note Registrar May Own Notes	47
	Section 7.05.  Monies and Shares of Common Stock to Be Held
    in Trust	47
	Section 7.06.  Compensation and Expenses of Trustee	47
	Section 7.07.  Officer’s Certificate as Evidence	48
	Section 7.08.  Eligibility of Trustee	48
	Section 7.09.  Resignation or Removal of Trustee	48
	Section 7.10.  Acceptance by Successor Trustee	49
	Section 7.11.  Succession by Merger, Etc	50
	Section 7.12.  Trustee’s Application for Instructions
    from the Company	50


 


Article
8




Concerning
the Holders


 


	Section 8.01.  Action by Holders	51
	Section 8.02.  Proof of Execution by Holders	51
	Section 8.03.  Who Are Deemed Absolute Owners	51
	Section 8.04.  Company-Owned Notes Disregarded	52
	Section 8.05.  Revocation of Consents; Future Holders Bound	52


 



    ii 


     


    




Article
9




Holders’
Meetings


 


	Section 9.01.  Purpose of Meetings	52
	Section 9.02.  Call of Meetings by Trustee	53
	Section 9.03.  Call of Meetings by Company or Holders	53
	Section 9.04.  Qualifications for Voting	53
	Section 9.05.  Regulations	53
	Section 9.06.  Voting	54
	Section 9.07.  No Delay of Rights by Meeting	54


 


Article
10




Supplemental
Indentures


 


	Section 10.01.  Supplemental Indentures Without
    Consent of Holders	55
	Section 10.02.  Supplemental Indentures with Consent of Holders	56
	Section 10.03.  Effect of Supplemental Indentures	57
	Section 10.04.  Notation on Notes	57
	Section 10.05.  Evidence of Compliance of Supplemental Indenture
    To Be Furnished Trustee	57


 


Article
11




Consolidation,
Merger, Sale, Conveyance and Lease of the Company


 


	Section 11.01.  Company May Consolidate, Etc.
    on Certain Terms	58
	Section 11.02.  Successor Corporation to Be Substituted	58


 


Article
12




Immunity
of Incorporators, Stockholders, Officers and Directors


 


	Section 12.01.  Indenture and Notes Solely Corporate
    Obligations	59


 


Article
13




Guarantees
of Notes


 


	Section 13.01.  Subsidiary Guarantees	59
	Section 13.02.  Limitation on Subsidiary Guarantor Liability	61
	Section 13.03.  Execution and Delivery of Subsidiary Guarantee	61
	Section 13.04.  Consolidation, Merger, Sale, Conveyance and
    Lease of the Subsidiary Guarantors	61
	Section 13.05.  Releases	63
	Section 13.06.  Additional Note Guarantees	63


 


Article
14




Conversion
of Notes


 


	Section 14.01.  Conversion Privilege	64
	Section 14.02.  Conversion Procedure; Settlement Upon Conversion	67



 



    iii 


     


    




	Section14.03.   Increased
    Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Sale Price
    Redemption	71
	Section 14.04.  Adjustment of Conversion Rate	73
	Section 14.05.  Adjustments of Prices	82
	Section 14.06.  Shares to Be Fully Paid	82
	Section 14.07.  Effect of Recapitalizations, Reclassifications
    and Changes of the Common Stock	82
	Section 14.08.  Certain Covenants	85
	Section 14.09.  Responsibility of Trustee	85
	Section 14.10.  Notice to Holders Prior to Certain Actions	86
	Section 14.11.  Stockholder Rights Plans	86
	Section 14.12.  Exchange in Lieu of Conversion	87


 


Article
15




Repurchase
of Notes at Option of Holders


 


	Section 15.01.  [Intentionally Omitted]	87
	Section 15.02.  Repurchase at Option of Holders Upon a Fundamental
    Change	87
	Section 15.03.  Withdrawal of Fundamental Change Repurchase
    Notice	90
	Section 15.04.  Deposit of Fundamental Change Repurchase
    Price	91
	Section 15.05.  Covenant to Comply with Applicable Laws Upon
    Repurchase of Notes	92


 


Article
16




Optional
Redemption


 


	Section 16.01.  Optional Redemption if the Acquisition
    is not Consummated	92
	Section 16.02.  Optional Redemption on or after November
    5, 2025	92
	Section 16.03.  Notice of Redemption; Selection of Notes	93
	Section 16.04.  Payment of Notes Called for Redemption	94
	Section 16.05.  Restrictions on Redemption	95


 


Article
17




Miscellaneous
Provisions


 


	Section 17.01.  Provisions Binding on Company’s
    Successors	95
	Section 17.02.  Official Acts by Successor	95
	Section 17.03.  Addresses for Notices, Etc	95
	Section 17.04.  Governing Law; Jurisdiction	96
	Section 17.05.  Evidence of Compliance with Conditions Precedent;
    Certificates and Opinions of Counsel to Trustee	96
	Section 17.06.  Legal Holidays	97
	Section 17.07.  No Security Interest Created	97
	Section 17.08.  Benefits of Indenture	97
	Section 17.09.  Table of Contents, Headings, Etc	97
	Section 17.10.  Authenticating Agent	97
	Section 17.11.  Execution in Counterparts	98



 






    iv 


     


    

 


	Section 17.12.  Severability	99
	Section 17.13.  Waiver of Jury Trial	99
	Section 17.14.  Force Majeure	99
	Section 17.15.  Calculations	99
	Section 17.16.  USA PATRIOT Act	99
	Section 17.17.  Electronic Signatures	100



 


 


EXHIBIT


 


	Exhibit A	Form of Note	A-1
	 	 	 
	Exhibit B	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors	B-1



 






    v 


     


    

 


INDENTURE dated as of October 12, 2022 among SEMTECH
CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01), the Subsidiary
Guarantors (as defined in Section 1.01), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking
association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in ‎Section
1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its 1.625% Convertible Senior Notes due 2027 (the “Notes”), initially in
an aggregate principal amount not to exceed $300,000,000 (as increased by an amount equal to the aggregate principal amount of any additional
Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase
Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company
has duly authorized the execution and delivery of this Indenture; and


 


WHEREAS, the Subsidiary Guarantors have duly authorized
the execution and delivery of this Indenture and the Subsidiary Guarantees hereunder; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


Section 1.01.Definitions. The terms
defined in this ‎Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes
of this


 




    1 


     


    

Indenture
and of any indenture supplemental hereto shall have the respective meanings specified in this ‎Section 1.01. The words “herein,”
“hereof,” “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.


 


“1% Exception” shall have the
meaning specified in ‎Section 14.04(j).


 


“Acquisition” means the acquisition
by a wholly owned subsidiary of the Company of all of the issued and outstanding common shares of Sierra Wireless, Inc. pursuant to the
Arrangement Agreement.


 


“Acquisition Non-occurrence Redemption
” shall have the meaning specified in ‎Section 16.01.


 


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


 


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


 


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


 


“Arrangement Agreement” means
that certain arrangement agreement, dated August 2, 2022, among the Company, Sierra Wireless, Inc., a corporation existing under the Canada
Business Corporations Act, and 13548597 Canada Inc., a corporation formed under the Canada Business Corporations Act and a wholly owned
subsidiary of the Company, as amended from time to time.


 


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


 


“Board of Directors” means the
board of directors of the Company or a committee of such board duly authorized to act for it hereunder, or with respect to the relevant
corporate action or determination specified herein, as the case may be.


 


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


 




    2 


     


    

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


 


“Called Notes” means Notes called
for redemption pursuant to ‎Article 16 or subject to a Deemed Redemption.


 


“Capital Stock” means, for any
entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) stock issued by that entity, but shall not include any debt securities convertible into or exchangeable for any securities
otherwise constituting Capital Stock pursuant to this definition.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Company Order” means a written
order of the Company signed by any of its Officers and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 




    3 


     


    

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


 


“Corporate Event” shall have
the meaning specified in ‎Section 14.01(b)(iii).


 


“Corporate Trust Office” means
the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located
at U.S. Bank Trust Company, National Association, 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attention: B. Scarbrough (Semtech
Corporation), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated
corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice
to the Holders and the Company).


 


“Credit Agreement” means the
Second Amended and Restated Credit Agreement dated as of November 7, 2019 among the Company, as borrower, the subsidiaries of the Company
party thereto as guarantors, the lenders from time to time party thereto, HSBC Bank USA, National Association, as administrative agent,
swing line lender and L/C issuer, and the other parties from time to time party thereto, as it may be amended, restated, supplemented
or otherwise modified from time to time (including its amendment and restatement in full in connection with the Acquisition).


 


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


 


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


 


“Daily Measurement Value” means
$1,000 divided by 60.


 


“Daily Net Settlement Amount”
means, for each of the 60 consecutive Trading Days during the relevant Observation Period:


 


(a)    if
the Company does not elect a Cash Percentage or the Company elects (or is deemed to have elected) a Cash Percentage of 0% as set forth
herein, a number of shares of the Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement
Value, divided by (ii) the Daily VWAP for such Trading Day;


 


(b)    if
the Company elects a Cash Percentage of 100% as set forth herein, cash in an amount equal to the difference between the Daily Conversion
Value and the Daily Measurement Value; or


 


(c)    if
the Company elects a Cash Percentage of less than 100% but greater than 0% as set forth herein, (i) cash equal to the product of (x) the
difference between the Daily Conversion Value and the Daily Measurement Value and (y) the Cash Percentage, plus (ii) a number of
shares of the Common Stock equal to the product of (x) (A) the difference between the Daily Conversion Value and the Daily Measurement
Value,


 




    4 


     


    

divided by (B) the Daily VWAP for such Trading
Day and (y) 100% minus the Cash Percentage.


 


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


 


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


 


(b)    if
the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, the Daily Net Settlement Amount.


 


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


 


“Deemed Redemption” shall have
the meaning specified in ‎‎Section 14.01(b)(v).


 


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


 


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


 


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


 


“Designated Financial Institution”
shall have the meaning specified in ‎Section 14.12(a).


 


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


 


“Effective Date” shall have
the meaning specified in ‎Section 14.03(c), except that, as used in ‎Section 14.04 and ‎Section 14.05, “Effective
Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,
regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading
convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker symbol or CUSIP number
will not be considered “regular way” for this purpose.


 




    5 


     


    

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


 


“Ex-Dividend Date” means the
first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock
on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. For the avoidance of doubt,
any alternative trading convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker
symbol or CUSIP number will not be considered “regular way” for this purpose.


 


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


 


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


 


“Exempted Fundamental Change”
shall have the meaning specified in ‎Section 15.02(f).


 


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


 


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


 


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


 


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


 


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


 


(a)    except
in connection with transactions described in clause (b) below, a “person” or “group” within the meaning of Section
13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and the employee benefit plans of
the Company and its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor schedule, form or report) or any schedule,
form or report under the Exchange Act that discloses that such “person” or “group” has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than
50% of the voting power of the Common Stock, unless such beneficial ownership arises solely as a result of a revocable proxy delivered
in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and
is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act regardless of whether such
a filing has actually been made; provided that no “person” or “group” shall be deemed to be the beneficial
owner of any securities tendered pursuant to


 




    6 


     


    

a tender or exchange offer made by or on behalf
of such “person” or “group” until such tendered securities are accepted for purchase or exchange under such offer;


 


(b)    the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par
value to no par value, or 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 or more of the Company’s direct or indirect Wholly Owned Subsidiaries;
provided, however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s
Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the
continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions
(relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause
(b);


 


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


 


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


 


provided, however, that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received
by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on
any of The New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors)
or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction
or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments
made in respect of dissenters’ appraisal rights (subject to the provisions of ‎Section 14.02(a)). In addition, it shall not
constitute a Fundamental Change pursuant to clause (d) above if (x) the Common Stock (or other common stock underlying the Notes) ceases
to be listed or quoted on any of The New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their
respective successors) solely after the close of the regular trading session on any Scheduled Trading Day and (y) the Common Stock (or
other common stock underlying the Notes) is re-listed or re-quoted on one of The New York Stock Exchange, the Nasdaq Global Select Market
or the Nasdaq Global Market (or any of their respective successors) prior to open of the regular trading session on the immediately succeeding
Scheduled Trading Day. If any transaction in which the Common Stock is replaced by the common stock or other Common Equity of another
entity occurs, following completion of


 




    7 


     


    

any related
Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental
Change but for the proviso immediately following clause (d) of this definition, following the effective date of such transaction), references
to the Company in this definition shall instead be references to such other entity and references to the Company’s Common Stock
shall instead be references to any Common Equity (or American depositary receipts (or other interests) in respect thereof) underlying
the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Conversion Value” per
$1,000 principal amount of Notes means $784.31.


 


“Initial Purchasers” means J.P.
Morgan Securities LLC, BNP Paribas Securities Corp. and U.S. Bancorp Investments, Inc.


 


“Interest Payment Date” means
each May 1 and November 1 of each year, beginning on May 1, 2023.


 


“last date of original issuance”
means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued in exchange therefor or in substitution
thereof,


 




    8 


     


    

the later
of (i) the date the Company first issues such Notes and (ii) the last date any Notes are originally issued pursuant to the exercise of
the Initial Purchasers’ option to purchase additional Notes; and (b) with respect to any additional Notes issued pursuant to ‎Section
2.10, and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally
issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted
to the initial purchasers of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate
delivered to the Trustee before the original issuance of such Notes.


 


“Last Reported Sale Price” of
the Common Stock (or any other security for which a closing sale price must be determined) on any date means the closing sale price per
share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average
of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other security) is not
listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price”
shall be the last quoted bid price for the Common Stock (or such other security) 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 (or such other security) is not so quoted, the “Last
Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock (or such other
security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the
Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading
or any other trading outside of regular trading session hours.


 


“Legend Removal Deadline Date” shall
have the meaning specified in ‎Section 4.06(e).


 


“LLC Division” means the division
of a limited liability company into two or more limited liability companies, with the dividing company continuing or terminating its existence
as a result, whether pursuant to the laws of any applicable jurisdiction or otherwise (including, without limitation, any “plan
of division” under Section 18-217 of the Delaware Limited Liability Company Act or any similar statute or provision under applicable
law or otherwise).


 


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


 


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


 


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


 




    9 


     


    

reason of
movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts
or futures contracts relating to the Common Stock.


 


“Maturity Date” means November
1, 2027.


 


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


 


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


 


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


 


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


 


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


 


“Notice of Redemption” shall
have the meaning specified in ‎Section 16.03(a).


 


“Notice of Sale Price Redemption”
shall have the meaning specified in ‎Section 16.03(a).


 


“Observation Period” with respect
to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to July 1, 2027,
the 60 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;
(ii) with respect to any Called Notes, if the relevant Conversion Date occurs during the related Redemption Period, the 60 consecutive
Trading Days beginning on, and including, the 61st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject
to clause (ii), if the relevant Conversion Date occurs on or after July 1, 2027, the 60 consecutive Trading Days beginning on, and including,
the 61st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum” means
the preliminary offering memorandum dated October 6, 2022, as supplemented by the related pricing term sheet dated October 6, 2022, relating
to the offering and sale of the Notes.


 


“Officer” means, with respect
to the Company or any Subsidiary Guarantor, the chief executive officer, the president, the chief financial officer, any executive vice
president, any senior vice president, the general counsel, the chief legal officer, the corporate controller, the secretary, any assistant
secretary, the treasurer and any assistant treasurer (or any other individual designated as an “Officer” for the purposes
of this Indenture by the Board of Directors, the sole member or the sole manager (as applicable), or by the president, chief executive
officer, chief financial officer, executive vice president, corporate controller or chief legal officer, of the Company or such Subsidiary
Guarantor, as applicable) (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity.


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any Officer of the Company.
Each such


 




    10 


     


    

certificate
shall include the statements provided for in ‎Section 17.05 if and to the extent required by the provisions of such Section. The
Officer giving an Officer’s Certificate pursuant to ‎Section 4.08 shall be the principal executive, financial, legal or accounting
officer (including, without limitation, the Corporate Controller) of the Company.


 


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


 


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


 


“Optional Redemption” shall
refer to any Sale Price Redemption or Acquisition Non-occurrence Redemption.


 


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


 


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


 


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


 


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


 


(d)    Notes
surrendered for purchase in accordance with ‎Article 15 for which the Paying Agent holds money sufficient to pay the Fundamental Change
Repurchase Price, in accordance with ‎Section 15.04(b);


 


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


 


(e)    Notes
redeemed pursuant to ‎Article 16.


 


“Partial Redemption Limitation”
shall have the meaning specified in ‎Section 16.02.


 


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


 




    11 


     


    

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


 


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


 


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


 


“Premium” means an amount per
$1,000 principal amount of Notes equal to 80% of the excess, if any, of the Redemption Conversion Value over the Initial Conversion Value.
The Trustee will have no obligation to calculate or verify the calculation of the Premium.


 


“Purchase Agreement” means that
certain Purchase Agreement, dated October 6, 2022, among the Company, the Subsidiary Guarantors initially party to this Indenture and
J.P. Morgan Securities LLC, as representative of the several Initial Purchasers.


 


“Redemption Conversion Value”
means, with respect to any Acquisition Non-occurrence Redemption, the sum of the Daily Conversion Values for each Trading Day in the Observation
Period for such Acquisition Non-occurrence Redemption.


 


“Redemption Date” shall have
the meaning specified in ‎Section 16.03(a).


 


“Redemption Period” means, with
respect to any Optional Redemption, the period from, and including, the date on which the Company delivers a Notice of Redemption for
such Optional Redemption until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption
Date (or, if the Company defaults in the payment of the Redemption Price, until the close of business on the Scheduled Trading Day immediately
preceding the date on which the Redemption Price has been paid or duly provided for).


 


“Redemption Price” means:


 


(a) with respect to any Notes to be redeemed pursuant
to ‎Section 16.01, an amount equal to the sum of: (i) 101% of the principal amount of such Notes, plus (ii) accrued and unpaid
interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior
to the immediately succeeding Interest Payment Date, in which case the Company shall pay interest accrued to, but excluding, the Interest
Payment Date to Holders of record of such Notes as of the close of business on such Regular Record Date on, or at the Company’s
election, before such Interest Payment Date, and the Redemption Price shall not include any accrued and unpaid interest on such Notes),
plus (iii) the Premium, if any (provided that the Company shall not pay the Premium payment on Notes called for redemption
that are converted); and


 




    12 


     


    

(b) with respect to any Notes to be redeemed pursuant
to ‎Section 16.02, 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest
Payment Date, in which case interest accrued to, but excluding, the Interest Payment Date will be paid by the Company to Holders of record
of such Notes as of the close of business on such Regular Record Date on, or at the Company’s election, before, such Interest Payment
Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).


 


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


 


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


 


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


 


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


 


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


 


“Restrictive Notes Legend” shall
have the meaning specified in ‎Section 2.05(c).


 


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


 


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


 


“Sale Price Redemption ” shall
have the meaning specified in ‎Section 16.02.


 


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


 


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


 


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


 


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


 




    13 


     


    

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


 


“Significant Subsidiary” means
a Subsidiary of the Company that is a “significant subsidiary” as defined in ‎Article 1, Rule 1-02(w) of Regulation S-X
promulgated by the Commission; provided that, in the case of a Subsidiary of the Company that meets the criteria of clause 1(iii)
of the definition thereof but not clause 1(i) or 1(ii) thereof, in each case as such rule is in effect on the issue date, such Subsidiary
shall not be deemed to be a Significant Subsidiary unless the Subsidiary’s income from continuing operations before income taxes
exclusive of amounts attributable to any non-controlling interests for the last completed fiscal year prior to the date of such determination
exceeds $20,000,000. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary”
under the relevant definition set forth in ‎Article 1, Rule 1-02(w) of Regulation S-X (or any successor rule) as in effect on the
relevant date of determination, such Subsidiary shall not be deemed to be a “Significant Subsidiary” under this Indenture
irrespective of whether such Subsidiary has greater than $20,000,000 in income from continuing operations as described in the immediately
preceding sentence.


 


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


 


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


 


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


 


“Subsidiary Guarantee” means
each guarantee by a Subsidiary Guarantor of the Company’s obligations under this Indenture and the Notes, pursuant to ‎Article
13 of this Indenture.


 


“Subsidiary Guarantors” means:


 


(a)each of the Company’s direct and
indirect domestic Wholly Owned Subsidiaries existing on the date of this Indenture that guarantees the Company’s borrowings under
the Credit Agreement; and


 


(b)any other direct or indirect domestic
Wholly Owned Subsidiary of the Company that becomes a Subsidiary Guarantor pursuant to Section 13.06 of this Indenture, and their respective
successors and assigns;


 


in each case, until the Subsidiary Guarantee of
such Person has been released in accordance with the provisions of this Indenture.


 


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


 




    14 


     


    

“Successor Subsidiary Guarantor”
shall have the meaning specified in Section 13.04(a)(i).


 


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


 


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


 


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


 


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


 


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


 




    15 


     


    

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


 


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


 


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


 


“Wholly Owned Subsidiary” means,
with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more
than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation
of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other interests in the relevant Subsidiary not
held by such person to the extent required to satisfy local minority interest requirements outside of the United States.


 


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


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.Designation and Amount.
The Notes shall be designated as the “1.625% Convertible Senior Notes due 2027.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is initially limited to $300,000,000 (as increased by an amount equal to the aggregate
principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional
Notes as set forth in the Purchase Agreement), subject to ‎Section 2.10 and except for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.


 


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


 


Any Global Note may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be


 




    16 


     


    

required
by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the
rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated
for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular
Notes are subject.


 


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


 


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


 


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


 


(b)    The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record
Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal
amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained by the Company
for such purposes in the contiguous United States of America, which shall initially be the Corporate Trust Office and (y) in the case
of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee.
The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding Physical Notes having
an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes


 




    17 


     


    

at their
address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than
$5,000,000, either by check mailed to each such Holder or, upon written application by such a Holder to the Note Registrar not later
than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United
States if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information
necessary to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar
to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 


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


 


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


 


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


 




    18 


     


    

payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.


 


(iii)    The
Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted Amounts, or with respect
to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed in such calculation
of the Defaulted Amounts.


 


Section 2.04.Execution, Authentication and
Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile or other electronic
signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Chief Legal Officer, Corporate Controller or
Secretary.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with
a Company Order (such Company Order to include the terms of the Notes) for the authentication and delivery of such Notes, and the Trustee
in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder;
provided that, subject to ‎Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel
of the Company with respect to the issuance, authentication and delivery of such Notes.


 


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


 


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


 


Section 2.05.Exchange and Registration of
Transfer of Notes; Restrictions on Transfer; Depositary.


 


(a)    The
Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office
or agency of the Company designated pursuant to ‎Section 4.02, the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall
be in written form or in any form capable of being converted into


 




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written
form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose
of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance
with ‎Section 4.02.


 


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


 


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


 


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


 


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


 


None of the Company, the Trustee, the Note Registrar
or any co-Note Registrar shall be required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion
of any Note, surrendered for required repurchase upon a Fundamental Change (and not withdrawn) in accordance with ‎Article 15 or (iii)
any Notes selected for redemption in accordance with ‎Article 16, except the unredeemed portion of any Note being redeemed in part.


 


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


 


(b)    So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth
paragraph from the end of ‎Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global
Note”)


 




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registered
in the name of the Depositary or the nominee of the Depositary. Each Global Note shall bear the legend required on a Global Note set
forth in Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a
Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including
the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.


 


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


 


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


 


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


 


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


 


(2)    AGREES
FOR THE BENEFIT OF SEMTECH CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY, IF ANY, OR ANY BENEFICIAL


 




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INTEREST
HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


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


 


(B)    PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR


 


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


 


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


 


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


 


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


 


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


 




    22 


     


    

exchanged
therefor shall not bear the Restrictive Notes Legend specified in this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP
number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly
after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared
effective under the Securities Act.


 


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


 


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


 


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


 


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


 


At such time as all interests in a Global Note
have been converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred, such Global Note shall be, upon receipt
thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian.
At any time prior to such cancellation, if any interest


 




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in a Global
Note is exchanged for Physical Notes, converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred to a transferee
who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount
of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian,
be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the
Custodian, at the direction of the Trustee, to reflect such reduction or increase.


 


None of the Company, the Trustee (including in
its capacity as Paying Agent) or any agent of the Company or the Trustee shall have any responsibility or liability for any act or omission
of the Depositary or for the payment of amounts to owners of beneficial interest in a Global Note, for any aspect of the records relating
to or payments made on account of those interests by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary
relating to those interests.


 


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


 


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


 


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


 


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


 




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SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)    Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company or any Affiliate of
the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately


 




    25 


     


    

preceding)
may not be resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or
resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or
Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).


 


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


 


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


 


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


 




    26 


     


    

redemption,
conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, redemption, conversion or
repurchase of negotiable instruments or other securities without their surrender.


 


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


 


Section 2.08.Cancellation of Notes Paid,
Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental
Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to ‎Section 14.12),
if surrendered to the Company, any of its agents that it controls or its Subsidiaries, to be surrendered to the Trustee for cancellation.
All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes
surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture,
no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled
Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company,
at the Company’s written request in a Company Order.


 


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


 




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Section 2.10.Additional Notes; Repurchases.
The Company may, without the consent of, or notice to, the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue
additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the
issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect
of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible
with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one
or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company
Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such
matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, directly
or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether
by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties
to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders
of the Notes. The Company may, at its option, reissue, resell or surrender to the Trustee for cancellation any Notes that it repurchases,
in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule
144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially
issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate
CUSIP numbers. Any Notes that the Company may repurchase (other than in connection with a Fundamental Change or upon redemption) shall
be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by
any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in ‎Section 8.04) unless and until
such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel
all Notes so surrendered.


 


Article
3

Satisfaction and Discharge


 


Section 3.01.Satisfaction and Discharge.
(a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes theretofore authenticated and delivered (other
than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in ‎Section 2.06
and (y) Notes for whose payment money has heretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in ‎Section 4.04(d)) have been delivered to the Trustee for cancellation;
or (ii) the Company has deposited with the Trustee, or, in the case of shares of Common Stock to satisfy conversions, the transfer agent
for the Common Stock, or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date,
any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or, solely in the case of conversion,
cash and shares of Common Stock, if applicable, sufficient to pay all of the outstanding Notes and all other sums due and


 




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payable
under this Indenture or the Notes by the Company; and (b) the Trustee upon request of the Company contained in an Officer’s Certificate
and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and
discharge of this Indenture and the Notes, when the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee, the obligations of the Company to the Trustee under ‎Section 7.06 shall survive.


 


Article
4

Particular Covenants of the Company


 


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


 


Any applicable withholding taxes (including backup
withholding) that are paid on behalf of a Holder or beneficial owner may be withheld from interest payments and payments received upon
conversion, repurchase, redemption or maturity of the Notes (or, in some circumstances, any payments on the Common Stock) or sales proceeds
received by, or other funds or assets of, the Holder or beneficial owner.


 


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


 


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


 


The Company hereby initially designates the Trustee
as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or


 




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agency in
the contiguous United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for
payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served; provided that no office of the Trustee shall be a place for service of legal process for the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


(d)    Subject
to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such
principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon
conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.


 


(e)    Upon
any Event of Default pursuant to Section 6.01(h) or (i) with respect to the Company, the Trustee shall automatically be Paying Agent for
the Notes.


 


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


 


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


 


(b)    The
Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual
or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject
to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under
the Exchange Act (or any successor thereto)). Any such document or report that the Company files with the Commission via the Commission’s
EDGAR system (or any successor system) shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at the time
such documents are filed via the EDGAR system (or such successor), it being


 




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understood
that the Trustee shall not be responsible for determining whether such filings have been made.


 


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


 


(d)    If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance
of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports
on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes.
Such Additional Interest shall accrue on the Notes (i) at the rate of 0.25% per annum for the principal amount of the Notes outstanding
for each day during the first 90 days of such period for which the Company’s failure to file has occurred and is continuing or the
Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were
the Company’s Affiliates at any time during the three months immediately preceding) and (ii) at the rate of 0.50% per annum of the
principal amount of the Notes outstanding for each day after the 90th day of such period for which the Company’s failure to file
has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this ‎Section 4.06(d), documents or reports
that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include
documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. For purposes of
this ‎Section 4.06(d), the phrase “restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes”
shall not include, for the avoidance of doubt, the assignment of a restricted CUSIP number or the existence of the Restrictive Notes Legend
on Notes in compliance with ‎Section 2.05(c), in either case, during the six-month period described in this ‎Section 4.06(d).


 


(e)    If,
and for so long as, the Restrictive Notes Legend on the Notes specified in ‎Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th day after the last date of original issuance
of the Notes (the “Legend Removal Deadline Date”), the Company shall pay Additional Interest on the Notes (i) at a
rate equal to 0.25% per annum of the principal amount of Notes outstanding for each day during the period beginning on, and including,
the Legend Removal Deadline Date and


 




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ending on
the earlier of (x) the 90th day immediately following the Legend Removal Deadline Date and (y) the date on which the Restrictive Notes
Legend has been removed from the Notes, the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant
to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during
the three months immediately preceding) and (ii) at a rate equal to 0.50% per annum of the principal amount of Notes outstanding for each
day during the period beginning on, and including, the 91st day immediately following the Legend Removal Deadline Date and ending on
the date on which the Restrictive Notes Legend on the Notes has been removed in accordance with ‎Section 2.05(c), the Notes are assigned
an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
(or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes; provided, however, that no Additional Interest shall
accrue or be owed pursuant to this ‎Section 4.06(e) until the fifteenth Business Day following written notification to the Company
by any Holder or beneficial owner of the Notes requesting that the Company comply with its obligations described in this ‎Section
4.06(e) (which notice may be given at any time after the 330th day after the last date of original issuance of the Notes), it being understood
and agreed that in no event shall Additional Interest accrue or be owed pursuant to this ‎Section 4.06(e) for any period prior to
the 380th day after the last date of original issuance of the Notes.


 


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


 


(g)    Subject
to the immediately succeeding sentence, the Additional Interest that is payable in accordance with ‎Section 4.06(d) or ‎Section
4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election
pursuant to ‎Section 6.03. However, in no event shall Additional Interest payable for the Company’s failure to comply with its
obligations to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K),
as set forth in ‎Section 4.06(d), together with any Additional Interest that may accrue at the Company’s election as a result
of the Company’s failure to comply with its reporting obligations pursuant to ‎Section 6.03, accrue at a rate in excess of 0.50%
per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional
Interest.


 


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


 




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


 


Section 4.08.Compliance Certificate; Statements
as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning
with the fiscal year ending on January 29, 2023) an Officer’s Certificate stating whether the signers thereof have knowledge of
any Event of Default that occurred during the previous year and, if so, specifying each such Event of Default and the nature thereof.


 


In addition, the Company shall deliver to the Trustee,
within 30 days after the Company obtains knowledge of the occurrence of any Event of Default or Default, an Officer’s Certificate
setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take
in respect thereof; provided that the Company is not required to deliver such notice if such Event of Default or Default has been
cured or is no longer continuing.


 


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


 


Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01.Lists of Holders. The Company
covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after each April
15 and October 15 in each year beginning with April 15, 2023, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it
to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is
acting as Note Registrar.


 


Section 5.02.Preservation and Disclosure
of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses
of the


 




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Holders
contained in the most recent list furnished to it as provided in ‎Section 5.01 or maintained by the Trustee in its capacity as Note
Registrar, if so acting. The Trustee may dispose of any list furnished to it as provided in ‎Section 5.01 upon receipt of a new list
so furnished.


 


Article
6

Defaults and Remedies


 


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


 


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


 


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


 


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


 


(d)    failure
by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c) or notice of a Make-Whole Fundamental
Change in accordance with ‎Section 14.03(b), in either case when due and such failure continues for two Business Days, or (ii) notice
of a specified corporate event in accordance with ‎Section 14.01(b)(ii) or ‎14.01(b)(iii) when due and such failure continues
for five Business Days;


 


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


 


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


 


(g)    default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there
may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $20,000,000 (or its
foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists
or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity
date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable
grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses
(i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured
or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the
Trustee or to the Company and the


 




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Trustee
by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture;


 


(h)    the
Company, any Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary,
shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company, such
Significant Subsidiary or such group of Subsidiary Guarantors or its respective 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, such Significant Subsidiary or such group of Subsidiary Guarantors or any substantial part of its respective 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


 


(i)    an
involuntary case or other proceeding shall be commenced against the Company, any Significant Subsidiary or any group of Subsidiary Guarantors
that, taken together, would constitute a Significant Subsidiary, seeking liquidation, reorganization or other relief with respect to the
Company, such Significant Subsidiary or such group of Subsidiary Guarantors or its respective 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, such Significant Subsidiary or such group of Subsidiary Guarantors or any substantial part of its respective
property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days; or


 


(j)    except
as permitted by this Indenture, any Subsidiary Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary, or the Subsidiary
Guarantees of any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Subsidiary Guarantor
that is a Significant Subsidiary, or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary,
or any Person acting on behalf of any such Subsidiary Guarantor or Subsidiary Guarantors, shall deny or disaffirm in writing its obligation
under its Subsidiary Guarantee.


 


Section 6.02.Acceleration; Rescission and
Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than
an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company), unless the principal of, and
accrued and unpaid interest, if any, on all of the Notes shall have already become due and payable, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with ‎Section 8.04, by notice
in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest,
if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall
automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If
an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company occurs and is continuing, 100%
of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and
payable.


 




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The immediately preceding paragraph, however, is
subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, and if (1) rescission
would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under
this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become
due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.09, then and in every such case (except as
provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), by written
notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul
such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein,
no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment
of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid
interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be,
the consideration due upon conversion of the Notes.


 


Section 6.03.Additional Interest. Notwithstanding
anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default
relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b) shall, for the first 365 days
after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate
equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence
of such Event of Default and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including,
the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing. For the avoidance of
doubt, the 365-day period shall not commence until the expiration of the 60-day period specified in ‎Section 6.01(f). Subject to the
last paragraph of this ‎Section 6.03, Additional Interest payable pursuant to this ‎Section 6.03 shall be in addition to, not
in lieu of, any Additional Interest payable pursuant to ‎Section 4.06(d) or ‎Section 4.06(e). If the Company so elects, such Additional
Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after
such Event of Default (if the Event of Default relating to the Company’s failure to comply with its obligations as set forth in
‎‎Section 4.06(b) is not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration as provided
in ‎Section 6.02. The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any Event
of Default other than the Company’s failure to comply with its obligations as set forth in ‎‎Section 4.06(b). In the event
the Company does not elect to pay Additional Interest following an Event of Default in accordance with this ‎Section 6.03 or the Company
elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration
as provided in ‎Section 6.02.


 




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In order to elect to pay Additional Interest as
the sole remedy during the first 365 days after the occurrence of any Event of Default relating to the Company’s failure to comply
with its obligations as set forth in ‎‎Section 4.06(b) in accordance with the immediately preceding paragraph, the Company must
notify all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) in writing of such election prior to the
beginning of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration
as provided in ‎Section 6.02.


 


In no event shall Additional Interest payable at
the Company’s election for failure to comply with its obligations as set forth in ‎Section 4.06(b) as set forth in this ‎Section
6.03, together with any Additional Interest that may accrue as a result of the Company’s failure to timely file any document or
report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after
giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), pursuant to ‎Section 4.06(d), accrue
at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to
the requirement to pay such Additional Interest.


 


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


 


In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code,
or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other
obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors
or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant
to the provisions of this ‎Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file
and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in
case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may
deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,


 




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expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to
the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies
or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the
Trustee under ‎Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including agents and counsel fees and expenses, and including any other amounts due
to the Trustee under ‎Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment
of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other
property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization
or arrangement or otherwise.


 


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


 


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


 


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


 


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


 


Section 6.05.Application of Monies Collected
by Trustee. Any monies or property collected by the Trustee pursuant to this ‎Article 6 with respect to the Notes shall be applied
in the


 




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following
order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of the several Notes,
and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First, to the payment of all amounts due
the Trustee in all of its capacities under this Indenture;


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


it being understood and intended, and being expressly covenanted by
the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right
in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder), or
to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
(except as otherwise provided herein). For the protection and enforcement of this ‎Section 6.06, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other provision of this Indenture
and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal
(including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any,
on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such
Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be.


 


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


 


Section 6.08.Remedies Cumulative and Continuing.
Except as provided in the last paragraph of ‎Section 2.06, all powers and remedies given by this ‎Article 6 to the Trustee or
to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any


 




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


 


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


 


Section 6.10.Notice of Defaults. If
a Default occurs and is continuing and is actually known to a Responsible Officer, the Trustee shall deliver to all Holders notice of
the Default upon the later of (x) within 90 days after it occurs, if actually known to a Responsible Officer, and (y) promptly after a
Responsible Officer obtains knowledge thereof, unless such Default shall have been cured or waived before the giving of such notice; provided
that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration
due upon conversion, the Trustee may withhold (and shall be protected in so withholding) such notice if and so long as it determines that
the withholding of such notice is in the interests of the Holders.


 




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


 


Article
7

Concerning the Trustee


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(g)    the
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture;


 


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


 




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(i)    in
the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer
agent hereunder, the rights and protections afforded to the Trustee pursuant to this ‎Article 7 shall also be afforded to such Custodian,
Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.


 


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


 


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


 


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


 


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


 


(c)    whenever
in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence
or willful misconduct on its part, conclusively rely upon an Officer’s Certificate;


 


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


 


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


 


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


 




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


 


(h)    the
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of
officers authorized at such times to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate
previously delivered and not superseded;


 


(i)    neither
the Trustee nor any of its directors, officers, employees, agents, or affiliates shall be responsible for nor have any duty to monitor
the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates, or employees,
nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible
for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from
such information or any failure by the Trustee to perform its duties or set forth herein as a result of any inaccuracy or incompleteness;


 


(j)    the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;


 


(k)    the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered, and if requested, provided to the Trustee security
or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;


 


(l)    in
no event shall the Trustee be liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action; and


 


(m)    the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall
have been received by a Responsible Officer of the Trustee from the Company or from any Holder.


 


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


 




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


 


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


 


Section 7.06.Compensation and Expenses of
Trustee. The Company covenants and agrees to pay to the Trustee from time to time and the Trustee shall receive such compensation
for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance
with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements
of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have
been caused by its gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. The Company
also covenants to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any other document or transaction
entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim,
damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors,
agents or employees, or such agent or authenticating agent, as the case may be, as determined by a final order of a court of competent
jurisdiction, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder
and the enforcement of this Indenture (including this ‎Section 7.06), including the costs and expenses of defending themselves against
any claim of liability in the premises. The obligations of the Company under this ‎Section 7.06 to compensate or indemnify the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien to which the Notes are
hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of ‎Section 6.05,
funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts
due under this ‎Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the
Company under this ‎Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal
of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The indemnification provided in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 




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


 


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


 


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


 


Section 7.09.Resignation or Removal of Trustee.
(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and by delivering notice thereof
to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and
one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 45 days after
the giving of such notice of resignation to the Holders, the resigning Trustee may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Note or Notes for
at least six months (or since the date of this Indenture) may, subject to the provisions of ‎Section 6.11, on behalf of himself or
herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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Article
8

Concerning the Holders


 


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


 


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


 


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


 




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


 


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


 


Article
9

Holders’ Meetings


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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Article
10

Supplemental Indentures


 


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


 


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


 


(b)    to
provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to ‎Article 11 or
for the assumption by a Successor Subsidiary Guarantor of the obligations of any Subsidiary Guarantor under this Indenture pursuant to
Section 13.04;


 


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


 


(d)    to
secure the Notes or the Subsidiary Guarantees;


 


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


 


(f)    to
make any change that does not adversely affect the rights of any Holder as determined by the Company in good faith;


 


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


 


(h)    to
conform the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum as
evidenced in an Officer’s Certificate;


 


(i)    to
comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely
affect the rights of any Holder in any material respect;


 


(j)    to
appoint a successor trustee with respect to the Notes;


 


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


 


(l)    to
provide for the issuance of Additional Notes in accordance with ‎Section 2.10;


 


(m)    to
provide for the acceptance of appointment by a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent
to facilitate the administration of the trusts under this Indenture by more than one trustee; or


 




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(n)    to
eliminate any Subsidiary Guarantee in accordance with, and to the extent permitted by, this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)    except
as required by this Indenture, make any change that adversely affects the conversion rights of any Notes;


 


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


 


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


 


(g)    change
the ranking of the Notes or the Subsidiary Guarantees;


 




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


 


(i)    make
any change in the Subsidiary Guarantees that would adversely affect the Holders in any material respect (unless otherwise permitted pursuant
to this Indenture); or


 


(j)    other
than in accordance with the provisions of this Indenture, eliminate any Subsidiary Guarantee.


 


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


 


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


 


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


 


Section 10.04.Notation on Notes. Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this ‎Article 10 may,
at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company,
to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to ‎Section
17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. Failure to make the appropriate
notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 10.05.Evidence of Compliance of
Supplemental Indenture To Be Furnished Trustee. In addition to the documents required by ‎Section 17.05, the Trustee shall receive
an


 




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Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the
requirements of this ‎Article 10 and is permitted or authorized by this Indenture; such Opinion of Counsel to include a customary
legal opinion stating that such supplemental indenture is the valid and binding obligation of the Company, subject to customary exceptions
and qualifications. The Trustee shall have no responsibility for determining whether any amendment or supplemental indenture will or
may have an adverse effect on any Holder.


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease of the Company


 


Section 11.01.Company May Consolidate, Etc.
on Certain Terms. Subject to the provisions of ‎Section 11.02, the Company shall not consolidate with, merge with or into, or
sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries,
taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct
or indirect Wholly Owned Subsidiaries) unless:


 


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


 


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


 


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


 


Section 11.02.Successor Corporation to Be
Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor
Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case
may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case
of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and may thereafter exercise every right and power of the Company
under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in


 




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


 


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


Article
13

Guarantees of Notes


 


Section 13.01.Subsidiary Guarantees.
(a) Subject to this ‎Article 13, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and


 




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assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:


 


(i)    the
principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), premium and interest on, the
Notes, and the payment and, if applicable, delivery of any consideration due upon conversion of the Notes, shall be promptly paid and,
if applicable, delivered in full when due under this Indenture and the Notes, whether at maturity, by acceleration, upon repurchase, upon
redemption, upon conversion or otherwise, and interest on the overdue principal of (including the Fundamental Change Repurchase Price
or the Redemption Price, if applicable) and interest on the Notes, if any, if lawful, and all other payment and, if applicable, delivery
obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid and, if applicable, delivered
in full or performed, all in accordance with the terms hereof and thereof; and


 


(ii)    in
case of any extension of time of payment or, if applicable, delivery or renewal of any Notes or any of such other obligations, that same
shall be promptly paid and, if applicable, delivered in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration, upon conversion or otherwise.


 


Failing payment or, if applicable, delivery when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally
obligated to pay and, if applicable, deliver the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection. The Subsidiary Guarantees shall not be convertible and shall automatically terminate with respect to
a given Note when such Note is converted.


 


(b)    The
Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to ‎Section 6.06, each Subsidiary
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that
this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.


 


(c)    If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid or,
if applicable, delivered by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.


 




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(d)    Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment and, if applicable, delivery in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further
agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity
of the obligations guaranteed hereby may be accelerated as provided in ‎Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the
event of any declaration of acceleration of such obligations as provided in ‎Article 6, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors
shall have the right to seek contribution from any non-paying or, if applicable, non-delivering Subsidiary Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Subsidiary Guarantee.


 


Section 13.02.Limitation on Subsidiary Guarantor
Liability. Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all
such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Title 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor
shall be limited to the maximum amount that shall, after giving effect to such maximum amount and all other contingent and fixed liabilities
of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution
from or payments and, if applicable, deliveries made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under this ‎Article 13, result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 13.03.Execution and Delivery of
Subsidiary Guarantee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in ‎Section 13.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.


 


If an Officer whose signature is on this Indenture
or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee
is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf
of the Subsidiary Guarantors.


 


Section 13.04.Consolidation, Merger, Sale,
Conveyance and Lease of the Subsidiary Guarantors.


 




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(a)    Subsidiary
Guarantors May Consolidate, Etc., on Certain Terms. Subject to the provisions of ‎Section 13.04(b), no Subsidiary Guarantor shall
consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another
Person, unless:


 


(i)    the
resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary
Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly
assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes
and this Indenture; and


 


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


 


Notwithstanding Section 13.04(a)(i), and for the
avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result
in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor
Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be
deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this
‎Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more
Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors),
which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer
or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another Person.


 


(b)    Successor
Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption
by a Successor Subsidiary Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of its guarantee of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the
due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, such Successor Subsidiary
Guarantor (if not the Company or a Subsidiary Guarantor) shall succeed to and, except in the case of a lease of all or substantially all
of such Subsidiary Guarantor’s properties and assets, shall be substituted for such Subsidiary Guarantor, with the same effect as
if it had been named herein as the party of the first part. In the event of any such consolidation, merger, sale, conveyance or transfer
(but not in the case of a lease), upon compliance with this ‎Section 13.04 the Person named as the “Subsidiary Guarantor”
in the definition of such term in ‎Section 1.01 (or any successor that shall thereafter have become such in the manner prescribed
in this ‎Section 13.04) may be dissolved, wound up and liquidated at any


 




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time thereafter
and, except in the case of a lease, such Person shall be released from its liabilities as obligor and from its obligations under this
Indenture and the Notes.


 


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


 


Section 13.05.Releases. (a) The Subsidiary
Guarantee of a Subsidiary Guarantor shall be unconditionally and automatically released:


 


(i)    in
connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way
of merger, consolidation or LLC Division) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary
of the Company if the sale or other disposition does not violate ‎Section 13.04;


 


(ii)    in
connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor following which the applicable Subsidiary
Guarantor is no longer a Subsidiary of the Company to a Person that is not (either before or after giving effect to such transaction)
a Subsidiary of the Company if the sale or other disposition does not violate ‎Section 13.04;


 


(iii)    in
connection with the release of such Subsidiary Guarantor from all guarantee obligations of such Subsidiary Guarantor with respect to the
Credit Agreement; or


 


(iv)    upon
satisfaction and discharge of this Indenture in accordance with Article 3 hereof; and


 


(b)    upon
the Company delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for in this Indenture relating to such transaction have been complied with. Upon request, the Trustee shall execute an instrument
evidencing the release of such Subsidiary Guarantor.


 


Any Subsidiary Guarantor not released from its obligations under its
Subsidiary Guarantee as provided in this ‎Section 13.05 shall remain liable for the full amount of principal (including the Fundamental
Change Repurchase Price or the Redemption Price, if applicable) of and interest and premium, if any, on the Notes, the full amount of
consideration due upon Conversion of the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided
in this ‎Article 13.


 


Section 13.06.Additional Note Guarantees.
The Company shall cause each direct or indirect domestic Wholly Owned Subsidiary of the Company that guarantees borrowings of the Company
under the Credit Agreement to become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Officer’s Certificate
and an Opinion of Counsel within 30 days of the date on which it became a guarantor of the Credit Agreement. The form of such supplemental
indenture is attached as Exhibit B hereto.


 


 






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Article
14

Conversion of Notes


 


Section 14.01. 
Conversion Privilege.


 


(a)    
Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such
Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to
the close of business on the Business Day immediately preceding July 1, 2027 under the circumstances and during the periods set forth
in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after July 1, 2027 and prior
to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion
rate of 26.8325 shares of Common Stock (subject to adjustment as provided in this ‎Article 14, the “Conversion Rate”)
per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 14.02, the “Conversion
Obligation”).


 


(b)    
(i) Prior to the close of business on the Business Day immediately preceding July 1, 2027, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes
in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last
Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices
shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in
this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000
principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request
(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000
principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable
evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last
Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall
instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the
Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate. At such time as the Company instructs the Bid Solicitation Agent (if other than
the Company) to obtain bids, the Company shall provide the Bid Solicitation Agent with the names and contact information for the securities
dealers it selected and the Company shall instruct such securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company
is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent
to determine the Trading Price per $1,000 principal amount of Notes when


 






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obligated
as provided in the preceding sentence, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation
Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination
when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on
any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate
on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders,
the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest
error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount
of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for
such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter
neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading
Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).


 


(ii)    
If, prior to the close of business on the Business Day immediately preceding July 1, 2027, the Company elects to:


 


(A)    
distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with
a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than
60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price
per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or


 


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


 


then, in either case, the Company shall notify all Holders of the Notes,
the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 68 Scheduled Trading Days prior to the Ex-Dividend
Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as
soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once
the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier
of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s
announcement that such distribution will not take place, in each case, even if the Notes are not






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otherwise convertible at such time; provided
that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms
as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B)
of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion
Rate as of the Record Date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by
such Holder.


 


(iii)    
If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close
of business on the Business Day immediately preceding July 1, 2027, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share
Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute
a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares
of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes)
that occurs prior to the close of business on the Business Day immediately preceding July 1, 2027 (each such Fundamental Change, Make-Whole
Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may
be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading
Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event,
until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a
Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding
the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding
the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly
as practicable following the effective date of such Corporate Event. If the Company does not provide such notice by the second Business
Day after such effective date, then the last day on which the Notes are convertible will be extended by the number of Business Days from,
and including, the second Business Day after such effective date to, but excluding, the date the Company provides such notice.


 


(iv)    
Prior to the close of business on the Business Day immediately preceding July 1, 2027, a Holder may surrender all or any portion
of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on January 29, 2023 (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, and including, the last Trading Day of the immediately preceding fiscal quarter
is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company.


 


(v)    
If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its
Called Notes for conversion at any






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 time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption
Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on
account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption
Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled
Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to
redeem fewer than all of the outstanding Notes pursuant to ‎Section 16.02, and the Holder of any Note (or any owner of a beneficial
interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 64th Scheduled Trading Day immediately
preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Sale
Price Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable,
at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company
defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note
or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which
the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Sale Price
Redemption, and such Note or beneficial interest will be deemed called for Sale Price Redemption solely for the purposes of such conversion
(“Deemed Redemption”). In connection with a Sale Price Redemption pursuant to ‎Section 16.02, if a Holder elects
to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate
for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding
Notes pursuant to ‎‎Section 16.02, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant
to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Sale
Price Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant
to any other provision of this ‎‎Section 14.01(b).


 


Section 14.02. 
Conversion Procedure; Settlement Upon Conversion.


 


(a)    
Except as provided in ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note, on the second Business Day
immediately following the last Trading Day of the relevant Observation Period, the Company shall satisfy its Conversion Obligation by
paying or delivering, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,
a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 60 Trading Days during the relevant
Observation Period for such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance
with subsection ‎(j) of this ‎Section 14.02.


 


(i)    
All conversions of Called Notes for which the relevant






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Conversion Date occurs during the related Redemption Period, and all conversions
for which the relevant Conversion Date occurs on or after July 1, 2027, shall be settled using the same forms and amounts of consideration.


 


(ii)    
Except for any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period,
and any conversions for which the relevant Conversion Date occurs on or after July 1, 2027, the Company shall use the same forms and amounts
of consideration for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same forms
and amounts of consideration with respect to conversions with different Conversion Dates.


 


(iii)    
If, in respect of any Conversion Date (or any conversions of Called Notes for which the relevant Conversion Date occurs during
the related Redemption Period or any conversions for which the relevant Conversion Date occurs on or after July 1, 2027), the Company
elects to settle all or a portion of its Conversion Obligation in excess of the principal portion of the Notes being converted in cash
in respect of such Conversion Date (or such period, as the case may be), the Company shall inform converting Holders, the Trustee and
the Conversion Agent (if other than the Trustee) of such election (the “Settlement Notice”) no later than the close
of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of (A) any conversions of Called Notes
for which the relevant Conversion Date occurs during the related Redemption Period, in the related Notice of Redemption or (B) any conversions
of Notes for which the relevant Conversion Date occurs on or after July 1, 2027, no later than July 1, 2027) and the Company shall indicate
in such Settlement Notice the percentage of the Conversion Obligation in excess of the principal portion of the Notes being converted
that shall be paid in cash (the “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline
set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to
any conversion on such Conversion Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0%
with respect to such conversion.


 


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


 


(b)    
Subject to ‎Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder
shall (i) in the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if required,
pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set






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


 


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


 


(c)    
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection ‎(b) above. If any shares of Common Stock
are due to a converting Holder, the Company shall issue or cause to be issued, and deliver (if applicable) to the Conversion Agent or
to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled,
in book-entry format through the Depositary, in satisfaction of the Company’s Conversion Obligation.


 


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


 


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






    69 


     


    

 


Stock being
issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder
in accordance with the immediately preceding sentence.


 


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


 


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


 


(h)    
Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth
below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled,
extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest will be deemed to be paid first out of the cash paid
upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior
to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular
Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding
the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of
business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the
Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately
preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to
the second Scheduled Trading Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental
Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding
Interest Payment Date; or (4) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect
to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding (i) the Maturity
Date, (ii) any Redemption Date described in clause (2) of the immediately preceding sentence and (iii) any Fundamental Change Repurchase
Date described in clause (3) of the immediately preceding sentence, as applicable, shall receive the full interest payment due on the
Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been converted following such Regular
Record Date.


 


(i)    
The Person in whose name any shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record
as of the close of business on the last Trading Day of the relevant Observation Period. Upon a conversion of Notes, such Person shall
no longer be a Holder of such Notes surrendered for conversion.


 



    70 


     


    




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


 


Section 14.03. 
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice
of Sale Price Redemption.


 


(a)    
If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its
Notes in connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Notice of Sale Price Redemption as provided
under ‎Section 16.03 and a Holder elects to convert its Called Notes in connection with such Notice of Sale Price Redemption, as the
case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for
conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion
of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the relevant Conversion
Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business
Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an Exempted Fundamental Change or a Make-Whole
Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th
Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental
Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Notice of
Sale Price Redemption if such Notes are Called Notes with respect to such Notice of Sale Price Redemption and the relevant Conversion
Date occurs during the related Redemption Period. For the avoidance of doubt, if the Company elects to redeem fewer than all of the outstanding
Notes in a Sale Price Redemption pursuant to ‎Section 16.02, Holders of the Notes that are not Called Notes will not be entitled to
convert such Notes pursuant to‎ ‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate for conversions
of such Notes (on account of the Notice of Sale Price Redemption) during the applicable Redemption Period, even if such Notes are otherwise
convertible pursuant to ‎Section 14.01(b)(i)-‎(v). For the avoidance of doubt, a Notice of Redemption relating to an Acquisition
Non-occurrence Redemption pursuant to ‎Section 16.01 shall not give rise to a right of converting Holders to receive an increased
Conversion Rate pursuant to this ‎Section 14.03.


 


(b)    
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Sale Price Redemption,
the Company shall pay or deliver, as the case may be, the Settlement Amount due in respect of such Notes in accordance with ‎Section
14.02 based on the Conversion Rate as increased to reflect the Additional Shares in accordance with this ‎Section 14.03; provided,
however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental
Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes
following the Effective Date of such Make-Whole






    71 


     


    

 


Fundamental
Change, the Settlement Amount shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount
of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any increase to reflect the Additional
Shares), multiplied by such Stock Price. In such event, the Settlement Amount shall be determined and paid to Holders in cash
on the fifth Business Day following the Conversion Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if
other than the Trustee) in writing of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after
such Effective Date.


 


(c)    
The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with a Make-Whole
Fundamental Change or a Notice of Sale Price Redemption shall be determined by reference to the table below, based on the date on which
the Make-Whole Fundamental Change occurs or becomes effective or the date the Company delivers the Notice of Sale Price Redemption, as
the case may be (in each case, the “Effective Date”), and the price (the “Stock Price”) paid (or
deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or determined with respect to the Notice of Sale
Price Redemption, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole
Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per
share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the applicable Effective Date. If a conversion of Called
Notes during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of any such Notes
to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Effective Date
of the Notice of Sale Price Redemption or the Make-Whole Fundamental Change, as applicable, and the later event shall be deemed not to
have occurred for purposes of such conversion for purposes of this ‎Section 14.03.


 


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


 


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






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	 	Stock Price	 	 
	Effective Date	$29.23	$35.00	$37.27	$40.00	$48.45	$60.00	$75.00	$100.00	$125.00	$150.00
	October 12, 2022	7.3789	5.0191	4.3574	3.6995	2.3077	1.2827	0.6277	0.1847	0.0350	0.0000
	November 1, 2023	7.3789	5.0191	4.3574	3.6763	2.2204	1.1835	0.5491	0.1447	0.0203	0.0000
	November 1, 2024	7.3789	5.0191	4.2726	3.5298	2.0252	1.0085	0.4288	0.0927	0.0054	0.0000
	November 1, 2025	7.3789	4.7297	3.9157	3.1378	1.6369	0.7190	0.2601	0.0357	0.0000	0.0000
	November 1, 2026	7.3789	4.0017	3.1226	2.3235	0.9614	0.3177	0.0816	0.0015	0.0000	0.0000
	November 1, 2027	7.3789	1.7389	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


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


 


(i)    
if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table,
the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between
the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable,
based on a 365-day year or 366-day year, as applicable;


 


(ii)    
if the Stock Price is greater than $150.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


(iii)    
if the Stock Price is less than $29.23 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection ‎(d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall
the Conversion Rate per $1,000 principal amount of Notes exceed 34.2114 shares of Common Stock, subject to adjustment in the same manner
as the Conversion Rate pursuant to ‎Section 14.04.


 


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


 


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


 



    73 


     


    




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


 





 


where,


 


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



 


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


 


(b)    
If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than
pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such
distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported
Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the date of announcement of such distribution, the Conversion Rate shall be increased based on the following formula:


 





 


where,


 



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	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	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 distributable 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 distribution of such rights, options or warrants.



 


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


 


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


 


(c)    
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock,
excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to ‎Section
14.04(a) or ‎Section 14.04(b) (or would have been effected but for the 1% Exception), (ii) except as otherwise provided in ‎Section
14.11, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property
in exchange for, or upon conversion of, Common Stock in a Share Exchange






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Event, (iv) dividends or distributions paid exclusively in cash
as to which the provisions set forth in ‎Section 14.04(d) shall apply, and (v) Spin-Offs as to which the provisions set forth below
in this ‎Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or
rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion
Rate shall be increased based on the following formula:


 


 





 


where,


 


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






  


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


 

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


 





 









    76 


     


    

 


where,


 


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



 





The increase to the Conversion Rate under the preceding
paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that for any Trading Day
that falls within the relevant Observation Period for the relevant conversion and within the Valuation Period, the reference to “10”
in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including,
the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day of
such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Conversion
Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution,
to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or announced.


 


For purposes of this ‎Section 14.04(c) (and
subject in all respect to ‎Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock
entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under
certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):
(i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect
of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this ‎Section 14.04(c) (and
no adjustment to the Conversion Rate under this ‎Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event,
whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required)
to the Conversion Rate shall be made under this ‎Section 14.04(c). If any such right, option or warrant, including any such existing
rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such
rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights,
options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on
such date without exercise by any of the holders thereof). In






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addition,
in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the
type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this ‎Section 14.04(c) was made, (1) in the case of any such rights,
options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption
or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion
Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as
though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock
with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders
of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have
expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options
and warrants had not been issued.


 


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


 


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


 


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


 


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


 


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


 


	CR' = CR0 × 	
    SP0 


	SP0 − C


where,


 



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	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	 	 
	C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.



 


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


 


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


 


 


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;



 


 



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



 


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


 


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


 


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


 


(g)    
In addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04,
and subject to applicable exchange listing rules, the Company from time to time may increase the Conversion Rate by any amount for a period
of at least 20 Business Days if the Company determines that such increase would be in the Company’s best interest. In addition,
subject to applicable exchange listing rules, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish
any income tax to holders of Common Stock or rights






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to purchase
shares of Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common
Stock) or similar event.


 


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


 


(i)    
upon the issuance of any shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance
described in clause ‎(a), ‎(b) or ‎(c) of this ‎Section 14.04;


 


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


 


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


 


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


 


(v)    
for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries as described
in clause ‎(e) of this ‎Section 14.04;


 


(vi)    
upon the repurchase of any shares of Common Stock pursuant to an open market share purchase program or other buy-back transaction,
including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other
buy-back transaction, that is not a tender offer or exchange offer of the kind described under clause ‎(e) of this ‎Section 14.04;


 


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


 


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


 


(i)    
All calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest
one-ten thousandth (1/10,000th) of a share.


 


(j)    
If an adjustment to the Conversion Rate otherwise required by this ‎Section 14.04 would result in a change of less than 1%
to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment,
except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such
deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on each Trading Day of any Observation
Period related to any conversion of Notes, (iii) July 1, 2027, (iv) on any date on which the Company delivers a






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Notice of
Redemption and (v) on the effective date of any Fundamental Change and/or Make-Whole Fundamental Change, in each case, unless the adjustment
has already been made. The provisions described in the preceding sentence are referred to as the “1% Exception.”


 


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


 


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


 


Section 14.05. 
Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale
Prices, the Daily VWAPs, the Daily Conversion Values, the Daily Net Settlement Amounts or the Daily Settlement Amounts over a span of
multiple days (including, without limitation, an Observation Period and the period, if any, for determining the Stock Price for purposes
of a Make-Whole Fundamental Change or a Notice of Sale Price Redemption), the Company shall, in good faith, make appropriate adjustments
(without duplication in respect of any adjustment made pursuant to ‎Section 14.04) to each to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or
expiration date, as the case may be, of the event occurs at any time during the period when the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values, the Daily Net Settlement Amounts or the Daily Settlement Amounts are to be calculated.


 


Section 14.06. 
Shares to Be Fully Paid. The Company shall at all times reserve, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury, a number of shares of Common Stock equal to the product of (a) the number of outstanding Notes
and (b) the Conversion Rate (assuming the Conversion Rate has been increased by the maximum number of Additional Shares pursuant to ‎Section
14.03), to provide for conversion of the Notes from time to time as such Notes are presented for conversion.


 


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


 


(a)    
In the case of:


 



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(i)    
any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value to no
par value, or changes resulting from a subdivision or combination),


 


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


 


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


 


(iv)    
any statutory share exchange,


 


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


 


If the Share Exchange Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any
form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted
average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property
for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share
of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for






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which the
relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each
$1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as
may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of Common Stock
in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the
fifth Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion
Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made.


 


If the Reference Property in respect of any such
Share Exchange Event includes, in whole or in part, shares of Common Equity or American depositary receipts (or other interests) in respect
thereof, such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other
adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to
the portion of the Reference Property consisting of such Common Equity or American depositary receipts (or other interests) in respect
thereof. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or
assets (including any combination thereof), other than cash and/or cash equivalents, of a Person other than the Company or the successor
or acquiring Person, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such
other Person, if such Person is an Affiliate of the Company or the successor or acquiring Person, and shall contain such additional provisions
to protect the interests of the Holders as the Company shall in good faith reasonably consider necessary by reason of the foregoing, including
the provisions providing for the purchase rights set forth in ‎Article 15.


 


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


 


(c)    
The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07.
None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash up to the aggregate principal
amount of such Notes and cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in respect of
the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes as set forth in ‎Section
14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Event.


 


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


 



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


 


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


 


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


 


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






    85 


     


    

 


times as
shall be provided for in ‎Section 14.01(b). Neither the Trustee, nor the Conversion Agent (if other than the Trustee) shall have
any obligation to independently determine or verify if any Fundamental Change, Make-Whole Fundamental Change, Trigger Event, or any other
event has occurred or notify the Holders of any such event. Neither the Trustee nor the Conversion Agent shall have the responsibility
for any act or omission of any Designated Financial Institution described in ‎Section 14.12.


 


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


 


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


 


(b)    
voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, in each case (unless notice of such event is otherwise required
pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other
than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 10 days prior to the applicable
date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company
or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined
for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such dissolution, liquidation or
winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall
be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding-up;
provided, however, that if on such date, the Company does not have knowledge of such event or the adjusted Conversion Rate cannot
be calculated, the Company shall deliver such notice as promptly as practicable upon obtaining knowledge of such event or information
sufficient to make such calculation, as the case may be, and in no event later than the effective date of such adjustment. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries,
dissolution, liquidation or winding-up.


 


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


 


Section 14.12. 
Exchange in Lieu of Conversion.


 



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(a)    
When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or
more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in
lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely
pay and deliver, as the case may be, in exchange for such Notes, the cash up to the aggregate principal amount of such Notes and cash,
shares of Common Stock or combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate
principal amount of such Notes that would otherwise be due upon conversion pursuant to ‎Section 14.02 or such other amount agreed
to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes
an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in
writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company
has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline
for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and delivered, as the case may be.


 


(b)    
Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of
the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and deliver,
as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for
exchange, the Company shall pay and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required
pursuant to this Indenture as if the Company had not made the Exchange Election.


 


(c)    
The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does
not require such Designated Financial Institution(s) to accept any Notes.


 


Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. 
[Intentionally Omitted].


 


Section 15.02. 
Repurchase at Option of Holders Upon a Fundamental Change.


 


(a)    
Subject to ‎Section 15.02(f), if a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s
option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof
properly surrendered and not validly withdrawn pursuant to ‎Section 15.03 that is equal to a minimum of $1,000 or an integral multiple
of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20
Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon to,






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but excluding,
the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change
Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates,
in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of the close of business
on such Regular Record Date on, or at the Company’s election, before such Interest Payment Date, and the Fundamental Change Repurchase
Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this ‎Article 15.


 


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


 


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


 


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


 


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


 


(i)    
the certificate numbers of the Notes to be delivered for repurchase;


 


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


 


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


 


If the Notes are Global Notes, to exercise the Fundamental Change repurchase
right, Holders must surrender their Notes in accordance with applicable Depositary procedures.


 


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


 



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


 


(c)    
On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide
to all Holders and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental
Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the resulting repurchase right
at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or,
in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously
with providing such notice, the Company shall publish such 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 effective date of the Fundamental Change;


 


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


 


(iv)    
the Fundamental Change Repurchase Price;


 


(v)    
the Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


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


 


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


 


At the Company’s written request, given at
least two (2) Business Days before such notice is to be sent (or such shorter period as shall be acceptable to the Trustee) the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that,






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in all cases,
the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


(d)    
Notwithstanding anything to the contrary in this ‎Article 15, the Company shall not be required to repurchase, or to make an
offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and
otherwise in compliance with the requirements for an offer made by the Company as set forth in this ‎Article 15 and such third party
purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise
in compliance with the requirements for an offer made by the Company as set forth above.


 


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


 


(f)    
Notwithstanding anything to the contrary in this ‎Section 15.02, the Company shall not be required to send a Fundamental Change
Company Notice, or offer to repurchase or repurchase any Notes, as set forth in this ‎‎Article 15, in connection with a Fundamental
Change occurring pursuant to clause (b)(A) or (B) of the definition thereof, if: (i) such Fundamental Change constitutes a Share Exchange
Event whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become
convertible (pursuant to ‎‎Section 14.07 and, if applicable, ‎Section 14.03) into consideration that consists solely of U.S.
dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal
amount of Notes (calculated assuming that the same includes the maximum amount of accrued but unpaid interest payable as part of the Fundamental
Change Repurchase Price for such Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change
required pursuant to ‎‎Section 14.01(b)(iii). Any Fundamental Change with respect to which, in accordance with the provisions
described in this ‎Section 15.02(f), the Company does not offer to repurchase any Notes is referred to as herein as an “Exempted
Fundamental Change.”


 


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


 



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


 


(ii)    
the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and


 


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


 


If the Notes are Global Notes, Holders must withdraw their Notes subject
to repurchase at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date
in accordance with applicable procedures of the Depositary.


 


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


 


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


 



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


 


Section 15.05. 
Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental
Change pursuant to this ‎Article 15, the Company will, if required:


 


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


 


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


 


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


 


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


 


To the extent that the provisions of any securities
laws or regulations adopted after the date of this Indenture conflict with the provisions of this Indenture relating to the Company’s
obligations to repurchase the Notes upon a Fundamental Change, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such conflict.


 


Article
16

Optional Redemption


 


Section 16.01. 
Optional Redemption if the Acquisition is not Consummated. If the Acquisition has not closed as of the close of business
on March 3, 2023, or if, before such time, the Arrangement Agreement is terminated or the Company reasonably determines in good faith
that the Acquisition will not be consummated, the Company may, at its option, redeem (an “Acquisition Non-occurrence Redemption”)
all (but not less than all) of the Notes on a Redemption Date specified in the related Notice of Redemption occurring on or prior to July
3, 2023, in cash, at the relevant Redemption Price.


 


Section 16.02. 
Optional Redemption on or after November 5, 2025. On or after November 5, 2025, the Company may redeem (a “Sale
Price Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the relevant
Redemption Price, 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 16.03. The Trustee shall have no liability or responsibility for determining whether the conditions for
Sale Price Redemption have






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been met.
If the Company elects to redeem fewer than all of the outstanding Notes, at least $75,000,000 aggregate principal amount of Notes must
be outstanding and not subject to redemption as of the relevant date of a Notice of Redemption (such requirement, the “Partial
Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global
Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If
fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select
the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis
or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption is submitted for conversion
in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the
portion selected for redemption, subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures.


 


Section 16.03. 
Notice of Redemption; Selection of Notes.


 


(a)    
In case the Company exercises its right to redeem all, in the case of an Acquisition Non-occurrence Redemption pursuant to ‎Section
16.01, or all or any part of the Notes, in the case of a Sale Price Redemption pursuant to ‎Section 16.02, it shall fix a date for
redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than five
Business Days prior to the date such Notice of Redemption is to be sent (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 notice of such redemption (regardless
of the circumstances giving rise to such redemption, a “Notice of Redemption” and, in the case of a Sale Price Redemption
only, a “Notice of Sale Price Redemption”) not less than 65 nor more than 85 Scheduled Trading Days prior to the Redemption
Date to each Holder 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 Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and the Conversion
Agent (if other than the Trustee). The Redemption Date must be a Business Day, and the Company may not specify a Redemption Date (i) after
July 3, 2023 in the case of an Acquisition Non-occurrence Redemption or (ii) that falls on or after the 61st Scheduled Trading Day immediately
preceding the Maturity Date in the case of a Sale Price Redemption.


 


(b)    
The Notice of Redemption, 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 or any defect in the Notice of Redemption
to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption
of any other Note.


 


(c)    
Each Notice of Redemption shall identify the provision of this Indenture permitting redemption and shall specify:


 


(i)    
the Redemption Date;


 


(ii)    
the Redemption Price;


 



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(iii)    
that on the Redemption Date, the Redemption Price will become due and payable upon each Note 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 Notes are to be surrendered for payment of the Redemption Price;


 


(v)    
that Holders of Called Notes may surrender their Notes for conversion at any time prior to the close of business on the second
Scheduled Trading Day immediately preceding the Redemption Date;


 


(vi)    
the procedures a converting Holder must follow to convert its Called Notes and the Cash Percentage;


 


(vii)    
the Conversion Rate and, if applicable in a Sale Price Redemption, the number of Additional Shares added to the Conversion Rate
in accordance with ‎Section 14.03;


 


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


 


(ix)    
in the case of a Sale Price Redemption pursuant to ‎Section 16.02, if any Note is to be redeemed in part only, the portion
of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal
amount equal to the unredeemed portion thereof shall be issued.


 


A Notice of Redemption shall be irrevocable.


 


Section 16.04. 
Payment of Notes Called for Redemption.


 


(a)    
If any Notice of Redemption has been given in respect of the Notes in accordance with ‎Section 16.03, the Notes shall become
due and payable on the Redemption Date at the place or places stated in the Notice of Redemption and at the applicable Redemption Price.
On presentation and surrender of the Notes at the place or places stated in the Notice of Redemption, the Notes shall be paid and redeemed
by the Company at the applicable Redemption Price.


 


(b)    
Prior to 11:00 a.m. New York City time 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 7.05 an amount
of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes
to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be
made on the Redemption Date for such Notes. 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 16.05. 
Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been
accelerated in accordance with the terms






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of this
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 Notes).


 


Article
17

Miscellaneous Provisions


 


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


 


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


 


Section 17.03. 
Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders on the Company or on any Subsidiary Guarantor shall be deemed to have been sufficiently
given or made, for all purposes if given or served by overnight courier or by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Semtech Corporation, 200
Flynn Road, Camarillo, California 93012-8790, Attention: Charles B. Ammann, Executive Vice President, Chief Legal Officer and Chief Environmental,
Social and Governance (ESG) Officer. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail
in a post office letter box addressed to the Corporate Trust Office.


 


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


 


Any notice or communication delivered or to be
delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the
Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or
to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall
be sufficiently given to it if so delivered within the time prescribed; provided that, notice to the Trustee and Conversion Agent
shall be deemed given upon actual receipt by the Trustee or Conversion Agent, as applicable. Notwithstanding any other provision of this
Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any Fundamental Change Company Notice)
to a Holder of a Global Note (whether by mail or otherwise), such notice shall






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be sufficiently
given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including
by electronic mail in accordance with the Depositary’s applicable procedures.


 


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


 


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


 


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


 


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


 


Section 17.05. 
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application
or demand by the Company or any Subsidiary Guarantor to the Trustee to take any action under any of the provisions of this Indenture,
the Company or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the Trustee an Officer’s
Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture.


 


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






    96 


     


    

 


enable him
or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether
or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such action have
been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original
issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities
to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates
of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where
the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel
may rely on an Officer’s Certificate or certificates of public officials.


 


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


 


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


 


Section 17.07. 
No Security Interest Created. Except as provided in ‎Section 7.06, nothing in this Indenture or in the Notes, expressed
or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter
enacted and in effect, in any jurisdiction.


 


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


 


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


 


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






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authenticating
agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section 7.08.


 


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


 


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


 


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


 


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


 


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


 


__________________________,

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

in the within-named Indenture.


 


By: ____________________

Authorized Officer


 


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


 



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


 


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


 


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


 


Section 17.15. 
Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for
under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock,
the trading price of the Notes (for purposes of determining whether the Notes are convertible as described herein), the Daily VWAPs, the
Daily Conversion Values, the Daily Net Settlement Amounts, the Daily Settlement Amounts, accrued interest payable on the Notes, the Redemption
Price for an Acquisition Non-occurrence Redemption, Additional Interest, if any, payable on the Notes and the Conversion Rate and Conversion
Price of the Notes and adjustments thereto. The Company shall make all these calculations in good faith and, absent manifest error, the
Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations
to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and Conversion Agent is entitled
to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Company will forward
its calculations to any Holder of Notes upon the request of that Holder at the Company’s sole cost and expense. The Trustee, Paying
Agent and Conversion Agent shall have no responsibility for any calculations under this Indenture or the Notes or for verifying the Company’s
calculations.


 


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






    99 


     


    

 


Trustee
with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 17.17. 
Electronic Signatures. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided
that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital
signature provided by DocuSign, AdobeSign (or such other digital signature provider as specified in writing to Trustee by the Company)),
in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit
communications 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.


 


Unless otherwise provided in this Indenture or
in any Note, the words “execute”, “execution”, “signed”, and “signature” and words of
similar import used in or related to any document to be signed in connection with this Indenture, any Note or any of the transactions
contemplated hereby (including amendments, waivers, consents and other modifications) will be deemed to include electronic signatures
and the keeping of records in electronic form, each of which will be, except with respect to authentication of the Notes by the Trustee,
of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping
system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on
the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under
any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant
to reasonable procedures approved by the Trustee.


 


[Remainder of page intentionally
left blank]


 




    100 


     


    

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


 


	 	SEMTECH CORPORATION
	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	    	Name: Emeka N. Chukwu
	 	    	Title:   Executive Vice President and Chief Financial Officer






 




    [Signature Page to Indenture]
 


     


    

 


	 	SEMTECH SAN DIEGO CORPORATION,
	 	as Subsidiary Guarantor
	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	Name: Emeka N. Chukwu
	 	 	Title:   President and Chief Financial Officer
	 	 	 
	 	 	 
	 	By:	 /s/ Charles B. Ammann
	 	 	Name: Charles B. Ammann
	 	 	Title:   Secretary
	 	 	 
	 	 	 
	 	SIERRA MONOLITHICS, INC.,
	 	as Subsidiary Guarantor
	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	Name: Emeka N. Chukwu
	 	 	Title:   President and Chief Financial Officer
	 	 	 
	 	 	 
	 	By:	 /s/ Charles B. Ammann
	 	 	Name: Charles B. Ammann
	 	 	Title:  Secretary
	 	 	 
	 	 	 
	 	SEMTECH EV, INC.,
	 	as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Emeka N. Chukwu
	 	 	Name: Emeka N. Chukwu
	 	 	Title:   President, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	By:	/s/ Charles B. Ammann
	 	 	Name: Charles B. Ammann
	 	 	Title:   Secretary
	 	 	 
	 	 	 



 



    [Signature Page to Indenture]
 


     


    




	 	SEMTECH COLORADO, INC.,
	 	as Subsidiary Guarantor
	 	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	 Name:	 Emeka N. Chukwu
	 	 	 Title:	 President and Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	SEMTECH NEW YORK CORPORATION,
	 	as Subsidiary Guarantor
	 	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	 Name:	 Emeka N. Chukwu
	 	 	 Title:	 President and Treasurer
	 	 	 	 
	 	 	 	 
	 	TRIUNE SYSTEMS, L.L.C.,
	 	as Subsidiary Guarantor
	 	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	 Name:	 Emeka N. Chukwu
	 	 	 Title:	 President and Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	TRIUNE IP, LLC,
	 	as Subsidiary Guarantor
	 	 	 	 
	 	By:	 /s/ Emeka N. Chukwu
	 	 	 Name:	 Emeka N. Chukwu
	 	 	 Title:	 President and Chief Financial Officer



 





 




    [Signature Page to Indenture]
 


     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	By:	 /s/ Bradley E. Scarbrough
	 	    	Name: 	Bradley E. Scarbrough
	 	    	Title:   	Vice President






 




    [Signature Page to Indenture]
 


     


    

EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF
A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF
A RESTRICTED SECURITY]


 


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


 


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


 


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


 


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


 


(B)    PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR


 



    A-1


     


    




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


 


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


 


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


 




    A-2


     


    

Semtech Corporation



1.625% Convertible Senior Note due 2027


 


	No. [144A-[_]]	[Initially]1 $[_____________]








 




 


CUSIP No. [______]2


 


Semtech Corporation, a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]3
[_______]4, or registered assigns, the principal
sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]5
[of $[_______]]6, which amount, taken together
with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $300,000,000 in aggregate
at any time (or $337,500,000 if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the
Purchase Agreement), in accordance with the rules and applicable procedures of the Depositary, on November 1, 2027, and interest thereon
as set forth below.


 


This Note shall bear interest at the rate of 1.625%
per year from October 12, 2022, or from the most recent date to which interest has been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until November 1, 2027. Interest is payable semi-annually in arrears on each May 1 and November 1, commencing
on May 1, 2023, to Holders of record at the close of business on the preceding April 15 and October 15 (whether or not such day is a Business
Day), respectively. Additional Interest will be payable as set forth in ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03
of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional
Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such ‎Section 4.06(d), ‎Section
4.06(e) or ‎Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


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


 





 



1
Include if a global note.





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


3
Include if a global note.





4
Include if a physical note. 


5
Include if a global note.





6
Include if a physical note. 


7
Include if a global note.


 



    A-3


     


    




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


 


The Notes shall be unconditionally guaranteed,
jointly and severally, by each of the Subsidiary Guarantors pursuant to the terms and conditions set forth in Article 13 of the Indenture.


 


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


 


This Note, and any claim, controversy or dispute
arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.


 


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


 


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


 


[Remainder of page intentionally left blank]


 




    A-4


     


    

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


 






	 	SEMTECH CORPORATION
	 	 
	 	 By:	
	 	 	Name:
 Title:










 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


By:_______________________________

           Authorized Signatory


 




    A-5


     


    

[FORM OF REVERSE OF NOTE]


 


Semtech Corporation

1.625% Convertible Senior Note due 2027


 


This Note is one of a duly
authorized issue of Notes of the Company, designated as its 1.625% Convertible Senior Notes due 2027 (the “Notes”),
limited to the aggregate principal amount of $300,000,000 (as increased by an amount equal to the aggregate principal amount of any additional
Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase
Agreement), all issued or to be issued under and pursuant to an Indenture dated as of October 12, 2022 (the “Indenture”),
among the Company, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the Subsidiary Guarantors and the Holders of the Notes. Additional
Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. In the event of an
inconsistency between this Note and the Indenture, the terms of the Indenture shall govern.


 


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


 


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


 


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


 


Each Holder shall have the right to receive payment
or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase






    A-6


     


    

 


Price, if
applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, this Note at the place,
at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.


 


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


 


If the Acquisition is not, or the Company’s
Board of Directors reasonably determines in good faith that the Acquisition will not be, consummated by March 3, 2023, or if the Arrangement
Agreement is terminated, the Company may, at its option, redeem all (but not less than all) of the Notes on a Redemption Date occurring
on or prior to July 3, 2023 in accordance with the terms and subject to the conditions specified in the Indenture. The Notes shall be
redeemable at the Company’s option on or after November 5, 2025 in accordance with the terms and subject to the conditions specified
in the Indenture. No sinking fund is provided for the Notes.


 


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


 


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


 




    A-7


     


    

ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties







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


 


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


 




    A-8


     


    

SCHEDULE A7


 


SCHEDULE OF EXCHANGES OF NOTES



Semtech Corporation

1.625% Convertible Senior Notes due 2027


 


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


 


 


	
    Date of exchange

     
	 	
    Amount of decrease
    in principal amount of this Global Note

     
	 	
    Amount of increase
    in principal amount of this Global Note

     
	 	
    Principal amount
    of this Global Note following such decrease or increase

     
	 	
    Signature of
    authorized signatory of Trustee or Custodian

     

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 



 


 


 



 


 





 



7
Include if a global note.


 




    A-9


     


    

ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


 


 


	To:  	U.S. Bank Trust Company, National Association
	 	633 West Fifth Street, 24th Floor
	 	Los Angeles, CA 90071
	 	Attn: B. Scarbrough (Semtech Corporation)



 





 


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


 


	Dated:	_____________________	________________________________
	 	 	 
	 	 	________________________________
	 	 	Signature(s)






 


___________________________





Signature Guarantee


 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 



    1


     


    




Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


_________________________





(Name)


 


_________________________ 


(Street Address)


 


_________________________





(City, State and Zip Code)


 


Please print name and address


 


Principal amount to be converted (if less than all): $______,000


 


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


 


_________________________





Social Security or Other Taxpayer

Identification Number


 




    2


     


    

ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


	To:  	U.S. Bank Trust Company, National Association
	 	633 West Fifth Street, 24th Floor
	 	Los Angeles, CA 90071
	 	Attn: B. Scarbrough (Semtech Corporation)






 


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


 


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


 


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






 




    1


     


    

ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


□    To Semtech Corporation or a subsidiary thereof; or


 


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


 


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


 


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


 




    1


     


    

Dated: ________________________


 


_____________________________________





Signature(s)


 


_____________________________________





Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 




    2


     


    

EXHIBIT B


 


FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY SUBSEQUENT GUARANTORS


 


Supplemental Indenture, dated as of [_____], 20[__]
(this "Supplemental Indenture"), among [_____] (the "Additional Subsidiary Guarantor"), a subsidiary of Semtech Corporation,
a Delaware corporation (or its permitted successor) (the "Company"), the Company, the other Subsidiary Guarantors (as defined
in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, a national banking association, as trustee under
the Indenture referred to below (the "Trustee").


 


W I T N E S S E
T H :


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee


 


an indenture, dated as of October 12, 2022 (the "Indenture"),
providing for the issuance of 1.625% Convertible Senior Notes due 2027 (the "Notes");


 


WHEREAS, the Indenture provides that under certain
circumstances the Additional Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which
the Additional Subsidiary Guarantor shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture
on the terms and conditions set forth herein (the "Subsidiary Guarantee"); and


 


WHEREAS, pursuant to ‎Section 10.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantor
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1. Capitalized Terms. Capitalized terms
used herein without definition shall have the meanings assigned to them in the Indenture.


 


2. Agreement to Guarantee. The Additional
Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such shall have all of the rights and be
subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Additional Subsidiary Guarantor hereby
agrees, on a joint and several basis with all the existing Subsidiary Guarantors, to provide an unconditional Subsidiary Guarantee on
the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article
13 thereof.


 


3. Ratification of Indenture – Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental






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Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


4. No Recourse Against Others. No past,
present or future director, officer, employee, incorporator, stockholder or agent of the Additional Subsidiary Guarantor, as such, shall
have any liability for any obligations of the Company or any Additional Subsidiary Guarantor under the Notes, any Subsidiary Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view
of the Commission that such a waiver is against public policy.


 


5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE,
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


6. Severability Clause. In case any provision
in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.


 


7. 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic
transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used
in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile,
PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the other
parties hereto shall be deemed to be their original signatures for all purposes.


 


8. Effect of Headings. The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


9. The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Additional Subsidiary Guarantor and the Company.


 




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


 


Dated: [_____], 202[_]


 


	 	[ADDITIONAL SUBSIDIARY GUARANTOR]
	 	 
	 	 
	 	By:_______________________________
	 	Name:
	 	Title:



 


 

	 	SEMTECH CORPORATION
	 	 
	 	 
	 	By:_______________________________
	 	Name:
	 	Title:



 


 

	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:_______________________________
	 	Name:
	 	Title:




 
 
 
 



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