Exhibit 4.1


 


THE NOTES ISSUED HEREUNDER MAY BE
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. TO THE EXTENT THE NOTES
ARE ISSUED WITH OID, THE ISSUER WILL, UPON REQUEST, PROMPTLY MAKE AVAILABLE TO A HOLDER OF THE NOTES INFORMATION REGARDING THE
ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THE NOTES. TO REQUEST SUCH INFORMATION, HOLDERS SHOULD
CONTACT THE CHIEF FINANCIAL OFFICER, VEECO INSTRUMENTS INC., AT 1 Terminal Drive, Plainview,
NY 11803. THE EXISTENCE OR RECOGNITION OF OID FOR UNITED STATES FEDERAL INCOME TAX PURPOSES SHALL NOT COMPROMISE OR IMPAIR
THE AMOUNT OF THE FULL PRINCIPAL OBLIGATION OF THE ISSUER UNDER THIS INDENTURE FOR THE NOTES. FOR THE AVOIDANCE OF DOUBT, IN
ANY BANKRUPTCY PROCEEDING INVOLVING THE ISSUER, ANY OID IN THIS FACE VALUE DEBT EXCHANGE SHALL, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, (A) NOT BE DEEMED TO BE UNMATURED INTEREST AND (B) THUS BE DEEMED AN ALLOWED CLAIM. ALL HOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE OID RULES UNDER U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR CIRCUMSTANCES.


 


Execution Version


 


VEECO INSTRUMENTS INC.


 


AND


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


INDENTURE


 


Dated as of November 17, 2020


 


3.50% Convertible Senior Exchange Notes
due 2025


 






     


     


    

 


Table
of Contents


 


	 	Page
	 	 
	ARTICLE 1 Definitions	1
	 	 	 
	Section 1.01.	Definitions	1
	 	 	 
	Section 1.02.	References to Interest	10
	 	 	 
	ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes	10
	 	 	 
	Section 2.01.	Designation and Amount	10
	 	 	 
	Section 2.02.	Form of Notes	10
	 	 	 
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	10
	 	 	 
	Section 2.04.	Execution, Authentication and Delivery of Notes	11
	 	 	 
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	12
	 	 	 
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	16
	 	 	 
	Section 2.07.	Temporary Notes	17
	 	 	 
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc.	17
	 	 	 
	Section 2.09.	CUSIP Numbers	18
	 	 	 
	Section 2.10.	Additional Notes; Repurchases	18
	 	 	 
	ARTICLE 3 Satisfaction and Discharge	18
	 	 	 
	Section 3.01.	Satisfaction and Discharge	18
	 	 	 
	ARTICLE 4 Particular Covenants of the Company	18
	 	 	 
	Section 4.01.	Payment of Principal and Interest	18
	 	 	 
	Section 4.02.	Maintenance of Office or Agency	19
	 	 	 
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	19
	 	 	 
	Section 4.04.	Provisions as to Paying Agent	19
	 	 	 
	Section 4.05.	Existence	20
	 	 	 
	Section 4.06.	Rule 144A Information Requirement and Annual Reports	20
	 	 	 
	Section 4.07.	Stay, Extension and Usury Laws	21
	 	 	 
	Section 4.08.	Compliance Certificate; Statements as to Defaults	21
	 	 	 
	Section 4.09.	Further Instruments and Acts	22
	 	 	 
	ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee	22
	 	 	 
	Section 5.01.	Lists of Holders	22
	 	 	 
	Section 5.02.	Preservation and Disclosure of Lists	22



 






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Table
of Contents


(continued) 


 


	 	 	Page
	 	 	 
	ARTICLE 6 Defaults and Remedies	22
	 	 	 
	Section 6.01.	Events of Default	22
	 	 	 
	Section 6.02.	Acceleration; Rescission and Annulment	23
	 	 	 
	Section 6.03.	Additional Interest	24
	 	 	 
	Section 6.04.	Payments of Notes on Default; Suit Therefor	24
	 	 	 
	Section 6.05.	Application of Monies Collected by Trustee	25
	 	 	 
	Section 6.06.	Proceedings by Holders	26
	 	 	 
	Section 6.07.	Proceedings by Trustee	27
	 	 	 
	Section 6.08.	Remedies Cumulative and Continuing	27
	 	 	 
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	27
	 	 	 
	Section 6.10.	Notice of Defaults	27
	 	 	 
	Section 6.11.	Undertaking to Pay Costs	28
	 	 	 
	ARTICLE 7 Concerning the Trustee	28
	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	28
	 	 	 
	Section 7.02.	Reliance on Documents, Opinions, Etc.	30
	 	 	 
	Section 7.03.	No Responsibility for Recitals, Etc.	30
	 	 	 
	Section 7.04.	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	31
	 	 	 
	Section 7.05.	Monies and Shares of Common Stock to Be Held in Trust	31
	 	 	 
	Section 7.06.	Compensation and Expenses of Trustee	31
	 	 	 
	Section 7.07.	Officers’ Certificate as Evidence	31
	 	 	 
	Section 7.08.	Eligibility of Trustee	32
	 	 	 
	Section 7.09.	Resignation or Removal of Trustee	32
	 	 	 
	Section 7.10.	Acceptance by Successor Trustee	33
	 	 	 
	Section 7.11.	Succession by Merger, Etc.	33
	 	 	 
	Section 7.12.	Trustee’s Application for Instructions from the Company	33
	 	 	 
	ARTICLE 8 Concerning the Holders	34
	 	 	 
	Section 8.01.	Action by Holders	34
	 	 	 
	Section 8.02.	Proof of Execution by Holders	34
	 	 	 
	Section 8.03.	Who Are Deemed Absolute Owners	34



 






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Table
of Contents


(continued) 


 


	 	 	Page
	 	 	 
	Section 8.04.	Company-Owned Notes Disregarded	34
	 	 	 
	Section 8.05.	Revocation of Consents; Future Holders Bound	35
	 	 	 
	ARTICLE 9 Holders’ Meetings	35
	 	 	 
	Section 9.01.	Purpose of Meetings	35
	 	 	 
	Section 9.02.	Call of Meetings by Trustee	35
	 	 	 
	Section 9.03.	Call of Meetings by Company or Holders	35
	 	 	 
	Section 9.04.	Qualifications for Voting	35
	 	 	 
	Section 9.05.	Regulations	36
	 	 	 
	Section 9.06.	Voting	36
	 	 	 
	Section 9.07.	No Delay of Rights by Meeting	36
	 	 	 
	ARTICLE 10 Supplemental Indentures	36
	 	 	 
	Section 10.01.	Supplemental Indentures Without Consent of Holders	36
	 	 	 
	Section 10.02.	Supplemental Indentures with Consent of Holders	37
	 	 	 
	Section 10.03.	Effect of Supplemental Indentures	38
	 	 	 
	Section 10.04.	Notation on Notes	38
	 	 	 
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	38
	 	 	 
	ARTICLE 11 Consolidation, Merger, Sale, Conveyance and Lease	39
	 	 	 
	Section 11.01.	Company May Consolidate, Etc	39
	 	 	 
	Section 11.02.	Successor Corporation to Be Substituted	39
	 	 	 
	Section 11.03.	Opinion of Counsel to Be Given to Trustee	39
	 	 	 
	ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors	40
	 	 	 
	Section 12.01.	Indenture and Notes Solely Corporate Obligations	40
	 	 	 
	ARTICLE 13 [Intentionally Omitted]	40
	 	 	 
	ARTICLE 14 Conversion of Notes	40
	 	 	 
	Section 14.01.	Conversion Privilege	40
	 	 	 
	Section 14.02.	Conversion Procedure; Settlement Upon Conversion	42
	 	 	 
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice	45
	 	 	 
	Section 14.04.	Adjustment of Conversion Rate	47



 






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Table
of Contents


(continued) 


 


	 	 	Page
	 	 	 
	Section 14.05.	Adjustments of Prices	54
	 	 	 
	Section 14.06.	Shares to Be Fully Paid	54
	 	 	 
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	54
	 	 	 
	Section 14.08.	Certain Covenants	56
	 	 	 
	Section 14.09.	Responsibility of Trustee	56
	 	 	 
	Section 14.10.	Notice to Holders Prior to Certain Actions	56
	 	 	 
	Section 14.11.	Stockholder Rights Plans	57
	 	 	 
	ARTICLE 15 Repurchase of Notes at Option of Holders	57
	 	 	 
	Section 15.01.	[Intentionally Omitted]	57
	 	 	 
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	57
	 	 	 
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	59
	 	 	 
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	60
	 	 	 
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	60
	 	 	 
	ARTICLE 16 Optional Redemption	60
	 	 	 
	Section 16.01.	Optional Redemption	60
	 	 	 
	Section 16.02.	Notice of Optional Redemption; Selection of Notes	61
	 	 	 
	Section 16.03.	Payment of Notes Called for Redemption	62
	 	 	 
	Section 16.04.	Restrictions on Redemption	62
	 	 	 
	ARTICLE 17 Miscellaneous Provisions	62
	 	 	 
	Section 17.01.	Provisions Binding on Company’s Successors	62
	 	 	 
	Section 17.02.	Official Acts by Successor Corporation	62
	 	 	 
	Section 17.03.	Addresses for Notices, Etc.	62
	 	 	 
	Section 17.04.	Governing Law; Jurisdiction	63
	 	 	 
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	63
	 	 	 
	Section 17.06.	Legal Holidays	64
	 	 	 
	Section 17.07.	No Security Interest Created	64
	 	 	 
	Section 17.08.	Benefits of Indenture	64
	 	 	 
	Section 17.09.	Table of Contents, Headings, Etc.	64
	 	 	 
	Section 17.10.	Authenticating Agent	64



 






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Table
of Contents


(continued) 


 


	 	 	Page
	 	 	 
	Section 17.11.	Execution in Counterparts	65
	 	 	 
	Section 17.12.	Severability	65
	 	 	 
	Section 17.13.	Waiver of Jury Trial	65
	 	 	 
	Section 17.14.	Force Majeure	65
	 	 	 
	Section 17.15.	Calculations	65
	 	 	 
	Section 17.16.	USA PATRIOT Act	66



 


EXHIBIT


 


	Exhibit A	Form of Note	A-1



 






    -v-


     


    

 


INDENTURE dated as of November 17,
2020 between VEECO INSTRUMENTS INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth
in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws
of the United States of America, 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 3.50% Convertible Senior Exchange Notes due 2025 (the “Notes”),
initially in an aggregate principal amount not to exceed $132,500,000, and in order to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;
and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1

Definitions


 


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


 


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


 


“Additional Notes” shall
have the meaning specified in Section 2.10.


 


“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.


 






    1


     


    

 


“Agent” means any Note
Registrar, Paying Agent, Custodian, Conversion Agent, Authenticating Agent, Bid Solicitation Agent or agent for services of notices
or demands.


 


“Applicable Procedures”
means, with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such 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 Trustee shall initially act as the Bid Solicitation Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 two Officers of the Company and delivered to the Trustee.


 


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


 


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


 






    2


     


    

 


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


 


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


 


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


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at 100 Wall Street, 6th Floor,
New York, New York 10005, Attention: Global Corporate Trust, and for Agent services such office shall also mean the office or agency
of the Trustee located at 100 Wall Street, 6th Floor, New York, New York 10005,
or such other address as the Trustee may designate from time to time by written notice to the Holders and the Company, or the principal
corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time
by notice to the Holders and the Company).


 


“Custodian” means the
Trustee, as custodian for DTC, 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 Observation Period, 1/60th of the product of (a) the
Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Defaulted Amounts” means
any amounts on any Note (including, without limitation, the 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.


 


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


 






    3


     


    

 


“DTC” means The Depository
Trust Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company,
its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a Schedule
TO (or any successor schedule, form or report) or any other schedule, form or report under the Exchange Act that discloses that
such “person” or “group” has become the direct or indirect “beneficial owner,” as defined in
Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common Stock;


 


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


 


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


 






    4


     


    

 


(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 and The Nasdaq Global Market (or any of their respective successors);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest Payment Date”
means each January 15 and July 15 of each year, beginning on July 15, 2021.


 


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


 


“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).


 






    5


     


    

 



 


“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 then listed or admitted for trading to open for trading during its regular
trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for
the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in
the Common Stock or in any options contracts or futures contracts relating to the Common Stock.


 


“Maturity Date” means
January 15, 2025.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii) of this definition, if the relevant
Conversion Date occurs prior to October 15, 2024, the 60 consecutive Trading-Day period beginning on, and including, the second
Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date
of the Company’s issuance of a Redemption Notice with respect to the Notes pursuant to Section 16.02 and prior to the
relevant Redemption Date, 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) of this definition, if the relevant Conversion
Date occurs on or after October 15, 2024, the 60 consecutive Trading Days beginning on, and including, the 61st
Scheduled Trading Day immediately preceding the Maturity Date.


 


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


 


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


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel reasonably
acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary assumptions, exceptions and qualifications
as to the matters set forth therein. 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 have the meaning specified in Section 16.01.


 






    6


     


    

 


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


 


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


 


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


 


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


 


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


 


(e)            Notes
redeemed pursuant to Article 16; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Redemption Date” shall
have the meaning specified in Section 16.02(a).


 


“Redemption Notice” shall
have the meaning specified in Section 16.02(a).


 


“Redemption Price” means,
for any Notes to be redeemed pursuant to Section 16.01, 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 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, and the Redemption
Price will be equal to 100% of the principal amount of such Notes and will not include accrued and unpaid interest on such Notes
to, but excluding, such Redemption Date). The Redemption Price will be paid in cash (without penalty or premium).


 






    7


     


    

 


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


 


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


 


“Resale Restriction Termination
Date” means, with respect to any Restricted Note, the later of (1) the date that is one year after the last date
of original issuance of such Restricted Note, 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.


 


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


 


“Restricted Note” means
each Additional Note that is subject to transfer restrictions under the Securities Act (or other applicable securities laws), as
determined by the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02
of Regulation S-X under the Exchange Act.


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


“Trading Day” means a
day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally
occurs on The Nasdaq Global Select Market or, if the Common Stock (or such other security) is not then listed on The Nasdaq Global
Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security)
is then listed or, 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” per $1,000
principal amount of the Notes on any date of determination means the average of the secondary market bid quotations obtained by
the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers the Company selects for this purpose; provided that
if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average
of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid
shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes
from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of
Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common
Stock and the Conversion Rate.


 


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


 


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


 


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


 


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


 


“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%”.


 






    9


     


    

 


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
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 “3.50% Convertible Senior Exchange Notes due 2025.” The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $132,500,000, subject
to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or
in lieu of other Notes to the extent expressly permitted hereunder.


 


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


 






    10


     


    

 


(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, 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 at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate
principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by such a Holder to the Note
Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s
account within the United States, 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 or cause the Paying Agent to make payment of any Defaulted Amounts to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the
payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not
less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at
the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect
of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts
as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such special
record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered,
such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered
at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of
this Section 2.03(c).


 


(ii)            The
Company may make payment of or cause the Paying Agent to 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 payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.


 


Section 2.04.         Execution,
Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior
Vice Presidents.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order, along with an Officers’ Certificate and Opinion of Counsel, 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.


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes,
or a portion of any Note, surrendered for repurchase (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.


 






    12


     


    

 


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


 


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


 


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


 


Until the applicable Resale Restriction
Termination Date, any certificate evidencing any Restricted Note (and all securities issued in exchange therefor or substitution
thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d),
if applicable) shall bear a legend in substantially the following form (unless such Restricted Note 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 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 ISSUANCE OF THIS SECURITY AND THE COMMON
STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES 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 VEECO INSTRUMENTS INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST
ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


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


 


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


 






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


 


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


 


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


 


No transfer of any Restricted Note prior
to the applicable 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 Restricted 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 Restricted Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05,
be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend
required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to
instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through
(iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender
such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in
this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee
upon the occurrence of any Resale Restriction Termination Date and promptly after a registration statement, if any, with respect
to the applicable Restricted Notes or any shares of Common Stock issued upon conversion of such Restricted 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 DTC to act as Depositary with respect to each Global Note. Initially,
each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary,
and deposited with the Trustee as custodian for Cede & Co.


 


If (i) the Depositary notifies the
Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary
is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and
a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred
and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note,
the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, Opinion of Counsel 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 in
accordance with its customary procedures.


 






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


 


At such time as all interests in a Global
Note have been converted, canceled, repurchased, 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 in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased,
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 or any
Agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. The Trustee and each Agent are hereby authorized to act in accordance with the Applicable
Procedures of any Depositary. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by
any Depositary.


 


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


 


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


 






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(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 PERSON REASONABLY BELIEVED TO BE 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).


 


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


 


Section 2.06.         Mutilated,
Destroyed, Lost or Stolen Notes. In case any Physical 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 Physical 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 Physical Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating
agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense
caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Physical Note and of the ownership thereof.


 






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The Trustee or such authenticating agent
may authenticate any such substituted Physical 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 Physical 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 Physical Note being different from the name
of the Holder of the old Physical Note that became mutilated or was destroyed, lost or stolen. In case any Physical Note that has
matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance with Article 14
shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute
Physical 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 Physical 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 and any of their agents harmless for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Physical Note and
of the ownership thereof.


 


Every substitute Physical Note issued pursuant
to the provisions of this Section 2.06 by virtue of the fact that any Physical Note became mutilated or was destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Physical
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 Physical Notes duly issued hereunder. To the extent
permitted by law, all Physical Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Physical
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, repurchase (but excluding
Notes repurchased pursuant to cash settled swaps or other derivatives that are not physically settled), redemption, registration
of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s
agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation and such Notes shall no longer be considered
outstanding for purposes of this Indenture upon the payment, repurchase, redemption, registration of transfer or exchange or conversion.
All Notes delivered to the Trustee shall be canceled promptly by it. Except for any Notes surrendered for registration of transfer
or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in
exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with
its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s
written request in a Company Order.


 






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


 


Section 2.10.         Additional
Notes; Repurchases. The Company may, subject to 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),
notwithstanding Section 2.01, reopen this Indenture and issue additional Notes (“Additional Notes”, and
each, an “Additional Note”) 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 any changes
necessary to ensure compliance with the Securities Act (or other applicable securities laws), including, if applicable, the existence
of “transfer” restrictions pursuant to the Securities Act) 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. The Notes initially issued hereunder and any
Additional Notes will rank equally and ratably and will be treated as a single series for all purposes under this Indenture (except
to the extent set forth in the immediately preceding sentence). Prior to the issuance of any such Additional Notes, the Company
shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate
and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably
request, and such Company Order to specify whether or not such Additional Notes shall be Restricted Notes. In addition, the Company
may, to the extent permitted by law, 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 Affiliates or through a private
or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives,
in each case, without prior notice to, or consent of, the Holders. The Company shall cause any Notes so repurchased (other than
Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance
with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.


 


ARTICLE 3

Satisfaction and Discharge


 


Section 3.01.         Satisfaction
and Discharge. This Indenture and the Notes shall upon written request of the Company contained in an Officers’ Certificate
cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture and the Notes, when (a) (i) all Notes theretofore authenticated and delivered (other
than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06)
have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders,
as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental
Change Repurchase Date, upon conversion or otherwise, cash or shares of Common Stock or a combination thereof, as applicable, solely
to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and
payable under this Indenture and the Notes by the Company; and (b) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Article 7 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.


 






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Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or similar
taxes imposed by the United States from principal, premium or interest (including any Additional Interest) payments hereunder.


 


Section 4.02.         Maintenance
of Office or Agency. The Company will maintain in the contiguous United States an office or agency where the Notes may be surrendered
for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for
conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office or the office or agency of the Trustee in the contiguous United States; provided, no
service of legal process on the Company may be made at the Corporate Trust Office or the office or agency of the Trustee in the
contiguous United States.


 


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


 


The Company hereby initially designates
the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or
agency in the contiguous United States where Notes may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served.


 


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


 


Section 4.04.         Provisions
as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee (which Paying Agent may be
appointed without notice to or the consent of Holders and may be a Subsidiary of the Company), 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
of the Notes;


 


(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.


 






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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 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.


 


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


 


(d)            Any
cash 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, subject to applicable abandoned property law, be paid to the Company on written request of the
Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and shares of Common Stock, and all liability of the Company
as trustee thereof, shall thereupon cease.


 


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 written information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant
to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes or such shares of
Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell
such Notes or shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.


 


(b)            The
Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act (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 or any successor rule under
the Exchange Act). 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 and the Holders for purposes of this Section 4.06(b) at
the time such documents are filed via the EDGAR system.


 






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(c)            Delivery
of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the
Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute actual or constructive notice or knowledge
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate).
The Trustee is not obligated to confirm that the Company has complied with its obligations to file such reports with the Commission
or post such reports and information on its website. The Trustee shall have no liability or responsibility for the filing, timeliness
or content of any such reports


 


(d)            The
Company will pay Additional Interest on the principal amount of any Restricted Notes if required by, and on the terms set forth
in, the supplemental indenture (if any) executed in connection with the issuance of such Restricted Notes.


 


(e)            [Reserved].


 


(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)            Any
Additional Interest that is payable in accordance with Section 4.06(d) 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.


 


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


 


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


 


Section 4.08.         Compliance
Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officers’ Certificate stating that
a review has been conducted of the Company’s activities under this Indenture and the Company has fulfilled its obligations
hereunder, and whether the authorized officers thereof have knowledge of any failure by the Company to comply with all conditions
and covenants then required to be performed under this Indenture and, if so, specifying each such failure, the nature thereof and
the steps to be taken to cure such Default.


 


In addition, the Company shall deliver to
the Trustee, as soon as reasonably possible and in any event within 30 days after the occurrence of any Event of Default or Default,
an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action that the
Company is taking or proposing to take in respect thereof; provided that the Company is not required to deliver such notice of
such events that have been cured within the applicable grace period (if any) provided in this Indenture or are no longer continuing.


 






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


 


ARTICLE 5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01.         Lists
of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not
more than 15 days after each January 1 and July 1 in each year beginning with July 1, 2021, 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 Holders contained in the most recent list furnished to it as provided in Section 5.01 or
maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.


 


ARTICLE 6

Defaults and Remedies


 


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


 


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


 


(b)            default
in the payment of principal of any Note when due and payable on the Maturity Date, upon 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 a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a Make-Whole Fundamental
Change in accordance with Section 14.03(b) or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or
14.01(b)(iii), in each case when due, and, except in the case of any notice required to be delivered pursuant to Section 14.01(b)(ii),
such failure continues for five Business Days;


 


(e)            failure
by the Company to comply with its obligations under Article 11 and such failure continues for five Business Days;


 


(f)            failure
by the Company for 60 days after written notice to the Company from the Trustee or to the Company and the Trustee from the Holders
of at least 25% in aggregate 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;


 






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(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 $25,000,000
(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 or (ii) constituting a failure to pay the principal or interest of any such indebtedness when due and
payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case, after the
expiration of any applicable grace period, if such default is not cured or waived, or such acceleration is not rescinded within
30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, in accordance with this Indenture;


 


(h)            a
final judgment or judgments for the payment of $25,000,000 (or its foreign currency equivalent) or more (excluding any amounts
covered by insurance) in the aggregate rendered against the Company or any Significant Subsidiary of the Company, which judgment
is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has
expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


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


 


(j)             an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days.


 


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


 


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


 






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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
after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at
a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for the first 90 days during which such
Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs and (ii) 0.50%
per annum of the principal amount of the Notes outstanding for each day during the next 90-day period during which such Event of
Default is continuing beginning on, and including, the 91st day after such Event of Default first occurred. 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). 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 181st day after such Event of Default (if the Event of Default relating to
the Company’s failure to file is not cured or waived prior to such 181st day), the Notes shall be immediately subject to
acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes
in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as
set forth in ‎Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of
Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest
when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 180-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in Section 6.02.


 


Section 6.04.         Payments
of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01
shall have occurred 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 (acting in any capacity hereunder) under Section 7.06. If the
Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes,
wherever situated.


 


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


 






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


 


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


 


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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee (acting in any capacity) hereunder;


 


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


 






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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
to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment
of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision of this
Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of
(x) the principal (including the 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.


 


 






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


 


Section 6.08.         Remedies
Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by
this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings
or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay
or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing during the continuance
of 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 in writing the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict
with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial
to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not any such directions are unduly prejudicial to such Holders), that may involve the Trustee in personal liability or if the
Trustee is not provided with indemnity to its reasonable satisfaction. In addition, the Trustee will not be required to expend
its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event
of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on,
or the principal (including any 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 a Responsible Officer of the Trustee is notified in writing, the Trustee
shall, within 90 days after such Default occurs, or, if later, within 15 days after the Responsible Officer of the Trustee receives
such written notice, deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have
been cured or waived before the giving of such notice; provided that the Trustee shall not be deemed to have knowledge of
any occurrence of a Default unless a Responsible Officer of the Trustee has received actual written notice. 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 shall be protected in withholding such notice if and so long as the Trustee (in its sole discretion)
in good faith 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 costs, including
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. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event
of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes generally
or the Notes and this Indenture. If an Event of Default, of which the Trustee has actual written notice, has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights
or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee
indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance
with such request or direction.


 


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


 


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


 


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


 


(ii)           in
the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture;


 


(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, suffered or omitted to be taken by it in good faith and believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 






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


 


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


 


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


 


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


 


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


 


(i)             the
Trustee may act through its attorneys and agents and shall have no liability for any other party’s actions or inaction hereunder
or in connection with the Notes, including, but not limited to any of its agents, but no Depositary shall be deemed an agent of
the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary;


 


(j)             the
Trustee acting in any capacity hereunder shall not be liable or responsible for any calculation under this Indenture or in connection
with the Notes, or for any information used in connection with such calculation or any determination made in connection with a
conversion of Notes;


 


(k)            the
Trustee shall not be liable for any special, indirect, punitive or consequential losses or damages of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee (acting in any capacity hereunder) has been advised of
the likelihood of such loss or damage and regardless of the form of action;


 


(l)             the
Holders of Notes shall make their own decisions regarding actions relevant to the trust and shall not rely on the Trustee;


 


(m)           the
Trustee shall not be responsible for the content or accuracy of any document provided to the Trustee, and shall not be required
to recalculate, certify or verify any numerical information provided under this Indenture;


 


(n)            the
receipt and delivery of reports or other information provided to the Trustee or otherwise publicly available does not constitute
actual or constructive knowledge or notice thereof; and


 


(o)            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.


 


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


 






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


 


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


 


(b)            any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed) and Opinion of Counsel and the Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and Opinion Counsel;
and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company;


 


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


 


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


 


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


 


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


 


In no event shall the Trustee be liable
for any consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action other than any such loss or damage caused
by the Trustee’s willful misconduct or gross negligence. 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 of the Trustee assigned to the Corporate
Trust Office of the Trustee 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 actually received by a Responsible Officer of the Trustee by the Company or by any
Holders of the Notes at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


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 and shall not be responsible for the validity or sufficiency of this Indenture
or of the Notes. The Trustee, nor any Note Registrar, Conversion Agent, Paying Agent or Authenticating Agent shall not be accountable
for the use or application by the Company of any Notes or the proceeds of any Notes or for funds received and disbursed in accordance
with this Indenture. The Trustee shall have no responsibility or liability with respect to any information, statement or recital
in any offering memorandum, prospectus, prospectus supplement or other disclosure material prepared or distributed with respect
to the issuance of any Notes. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach
of any covenants, conditions, representations, warranties or agreements on the part of the Company. Under no circumstances shall
the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. The Trustee shall have no obligation
to pursue any action that is not in accordance with applicable law. The Trustee shall not be responsible for and makes no representation
as to any act or omission of any rating agency or any rating with respect to the Notes. The Trustee shall have no obligation to
independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the
Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any rating agency.


 






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


 


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


 


Section 7.06.         Compensation
and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, compensation for all services rendered by the Trustee 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 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 compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its
employ). The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction
entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss,
claim, damage, fee, liability, cost or expense incurred without gross negligence, or willful misconduct on the part of the Trustee
(acting in any capacity hereunder) , its officers, directors, agents or employees, or such agent or authenticating agent, as the
case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity
hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by any Holder or any other
Person). The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee (acting in any capacity
hereunder) and to pay or reimburse the Trustee (acting in any capacity hereunder) for expenses, disbursements and advances shall
be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee,
except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes.
The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other
liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction
and discharge of this Indenture and the earlier resignation or removal of the Trustee. “Trustee” for the purposes of
this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent,
custodian and other person employed to act hereunder; provided, however, that the gross negligence or willful misconduct of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder. The indemnification provided in this Section 7.06
shall extend to the officers, directors, agents and employees of the Trustee.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


then, in either case, the Company may by a Board Resolution
remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or
since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, at the expense of the
Company, 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, at the expense of the
Company, 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.


 






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


 


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


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the
expense of the Company shall 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 written 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 15 days prior to the date of commencement of solicitation of such action.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 9.02.         Call
of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01,
to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment
of any record date pursuant to Section 8.01, shall be 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 10

Supplemental Indentures


 


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


 






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(a)            to
cure any ambiguity, omission, defect or inconsistency, as evidenced to the Trustee in an Officers’ Certificate;


 


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


 


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


 


(d)            to
secure the Notes;


 


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


 


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


 


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


 


(h)            [reserved];


 


(i)             [reserved];


 


(j)             to
provide for the appointment of a successor trustee, successor notes registrar, successor paying agent, successor bid solicitation
agent or successor conversion agent;


 


(k)            to
comply with the rules of any applicable securities depositary, including the Depositary, so long as such amendment does not
adversely affect the rights of any Holder in any material respect; or


 


(l)             to
irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement
Method.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(e)            reduce
the 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


 


(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.


 


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


 


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


 


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


 


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.


 


Section 10.05.       Evidence
of Compliance of Supplemental Indenture to Be Furnished Trustee. In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this ‎Article 10 or the modifications thereby of the trusts created by this Indenture,
in addition to the documents required by ‎Section 17.05, the Trustee shall receive and shall be fully protected in relying
upon an Officers’ Certificate and an Opinion of Counsel as conclusive evidence and stating that any supplemental indenture
executed pursuant hereto complies with the requirements of this ‎Article 10, does not conflict with the requirements set
forth in this Indenture, is permitted or authorized by this Indenture and is the legal, valid and binding obligation of the Company,
enforceable against the Company, and any guarantor as applicable, in accordance with its terms, and that all conditions precedent
to the execution and delivery of such supplemental indenture have been satisfied. The Trustee shall not be obligated to enter into
any supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture
or otherwise.


 






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ARTICLE 11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


ARTICLE 13

[Intentionally Omitted]


 


ARTICLE 14

Conversion of Notes


 


Section 14.01.       Conversion
Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall
have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal
amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described
in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding October 15,
2024 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 October 15, 2024 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 41.6667 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 October 15, 2024, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business-Day period immediately after any five consecutive Trading-Day
period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined
following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement
Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion
Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection
(b)(i) and the definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice
to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected
by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation
Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes
unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the
Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal
amount of Notes) unless a Holder (or Holders in aggregate) of at least $1,000,000 aggregate principal amount of Notes requests
in writing that (x) the Company make such a determination (if the Company is acting as Bid Solicitation Agent) or (y) the
Company request that the Bid Solicitation Agent make such a determination (if the Company is not acting as Bid Solicitation Agent)
and, in either case, provides the Company with evidence reasonably satisfactory to the Company that the Trading Price per $1,000
principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common
Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation
Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,
the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until
the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale
Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company
does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated
as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation
Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make
such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal
amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the
Conversion Rate on each Trading Day 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 on such Trading Day. 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 Trading Day, the Company shall so promptly notify the Holders of the Notes, the Trustee and the Conversion Agent (if other
than the Trustee) in writing.


 






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(ii)            If,
prior to the close of business on the Business Day immediately preceding October 15, 2024, the Company elects to:


 


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


 


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


 


then, in either case, the Company shall notify all Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 70 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its
Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding
the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution
will not take place, in each case, even if the Notes are not otherwise convertible at such time.


 


(iii)           If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding October 15, 2024, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a consolidation, merger, binding share
exchange, or transfer or lease of all or substantially all of its assets (other than with one of the Company’s Wholly Owned
Subsidiaries, unless such transaction also constitutes a Fundamental Change or a Make-Whole Fundamental Change) that occurs prior
to the close of business on the Business Day immediately preceding October 15, 2024, in each case, pursuant to which the Common
Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered
for conversion at any time from or after the effective date of the transaction until 35 Trading Days after the effective date of
such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase
Date. The Company shall notify Holders, the Trustee, the Paying Agent and the Conversion Agent (if other than the Trustee) in writing
as promptly as practicable following the date the Company publicly announces such transaction, but in no event later than the effective
date of such transaction.


 






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(iv)           Prior
to the close of business on the Business Day immediately preceding October 15, 2024, a Holder may surrender all or any portion
of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31,
2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading
Day. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2021 whether the Notes
may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion
Agent (if other than the Trustee) in writing if the Notes become convertible in accordance with this clause (iv).


 


(v)            If
the Company calls any or all of the Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion
of its Notes for conversion at any time prior to the close of business on the Business Day prior to the Redemption Date, even if
the Notes are not otherwise convertible at such time. After that time, the right to convert on account of the Company’s delivery
of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder
of Notes may convert all or any portion of its Notes until the Business Day immediately preceding the date on which the Redemption
Price has been paid or duly provided for.


 


Section 14.02.       Conversion
Procedure; Settlement Upon Conversion.


 


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


 


(i)             Subject
to Section 14.02(a)(iii)(B), all conversions for which the relevant Conversion Date occurs after the Company’s issuance
of a Redemption Notice and prior to the related Redemption Date shall be settled using the same Settlement Method, and all conversions
for which the relevant Conversion Date occurs on or after October 15, 2024 shall be settled using the same Settlement Method.


 


(ii)            Subject
to Section 14.02(a)(iii)(B), except for any conversions for which the relevant Conversion Date occurs after the Company’s
issuance of a Redemption Notice with respect to the Notes but prior to the related Redemption Date, and any conversions for which
the relevant Conversion Date occurs on or after October 15, 2024, the Company shall use the same Settlement Method for all
conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with
respect to conversions with different Conversion Dates.


 


(iii)           (A) Subject
to Section 14.02(a)(iii)(B), if, in respect of any Conversion Date (or one of the periods described in the third immediately
succeeding set of parentheses, as the case may be), the Company elects to deliver a written notice (the “Settlement Notice”)
of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through
the Trustee, shall deliver such Settlement Notice to converting Holders no later than the close of business on the Trading Day
immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs
(x) after the date of issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,
in such Redemption Notice or (y) on or after October 15, 2024, no later than October 15, 2024). If the Company does
not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence and the Company has not previously
made an irrevocable Settlement Method election pursuant to Section 14.02(a)(iii)(B), the Company shall no longer have the
right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in
respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000.
Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the
relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers
a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar
Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount
of Notes shall be deemed to be $1,000.


 






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(B)            By
written notice to the Trustee and all Holders of the Notes, including through the facilities of the Depositary in the case of Global
Notes, the Company may, prior to October 15, 2024, at its option, irrevocably elect to satisfy all conversions of the Notes
for which the relevant Conversion Date occurs subsequent to delivery of such notice through Combination Settlement with a Specified
Dollar Amount per $1,000 principal amount of Notes of $1,000. For the avoidance of doubt, such irrevocable election, if made, will
be effective without the need to amend this Indenture or the Notes. Simultaneously with providing written notice of such election,
the Company will publish the information in such notice on its website or through such other public medium as the Company may use
at that time.


 


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


 


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


 


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


 


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


 


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


 


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


 






    43


     


    

 


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


 


(c)            A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in ‎Section 14.03(b) and
Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion
Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement,
or on the second Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement
Method. If any shares of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver
(if applicable) to the converting 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 Physical 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 Physical Note or Notes in authorized denominations
in an aggregate principal amount equal to the unconverted portion of the surrendered Physical 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 Physical Notes issued upon such conversion being different from the name of the
Holder of the old Physical Notes surrendered for such conversion.


 


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


 


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


 


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


 


(h)           Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued
and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if
Notes are converted after the close of business on a Regular Record Date but 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 shall 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 Business 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 Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion
with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately
preceding the Maturity Date, any Redemption Date referred to in clause (2) or any Fundamental Change Repurchase Date referred
to in clause (3) shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date,
as the case may be, in cash regardless of whether their Notes have been converted following such Regular Record Date.


 






    44


     


    

 


(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 relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by
Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion
Obligation by Combination Settlement), as the case may be. Upon a conversion of such Notes, such Person shall no longer be a Holder
of such Notes surrendered for conversion.


 


(j)             The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of
delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date
(in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in
the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement,
the full number of shares of Common Stock 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 Redemption Notice.
(a) If (x) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company
gives a Redemption Notice with respect to any or all of the Notes in accordance with Section 16.02 and, in each case, a Holder
elects to convert its Notes in connection with such Make-Whole Fundamental Change or Redemption Notice, as applicable, the Company
shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number
of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall
be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the Conversion Date occurs
during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the close
of business on the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole
Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof,
the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with”
a Redemption Notice if the Conversion Date occurs during the period from, and including, the date of the Redemption Notice until
the close of business on the Business Day immediately preceding the Redemption Date.


 


(b)           Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii) or
Redemption Notice pursuant to Section 14.01(b)(v), the Company shall, at its option, satisfy the related Conversion Obligation
by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02, based on the Conversion
Rate as increased to reflect the Additional Shares pursuant to the table set forth in Section 14.03(e) below; 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, then,
for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall
be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal
amount of converted Notes equal to the then-current Conversion Rate (including any adjustment for Additional Shares), multiplied
by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day following
the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change no
later than five Business Days after such Effective Date.


 






    45


     


    

 


(c)            The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice,
as the case may be, (in each case, the “Effective Date”) and the price paid (or deemed to be paid) per share
of the Common Stock in the Make-Whole Fundamental Change or with respect to the Optional Redemption, as the case may be (the “Stock
Price”). 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 of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock
over the five Trading-Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole
Fundamental Change or the date of the Redemption Notice, as the case may be. The Board of Directors shall make appropriate adjustments
to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in
Section 14.04) or expiration date of the event occurs during such five consecutive Trading-Day period. In the event that a
conversion in connection with a Redemption Notice would also be deemed to be in connection with a Make-Whole Fundamental Change,
a Holder of the Notes to be converted shall be entitled to a single increase to the Conversion Rate with respect to the first to
occur of (i) the applicable date of the Notice of Redemption and (ii) the Effective Date of the applicable Make-Whole
Fundamental Change, and the later event will be deemed not to have occurred for purposes of this section for purposes of such converted
Notes.


 


(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 of Common Stock by which the Conversion Rate shall be increased per
$1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below:


 


	 	 	Stock Price	 
	Effective Date	 	$15.13	 	 	$17.00	 	 	$19.00	 	 	$21.00	 	 	$24.00	 	 	$27.50	 	 	$31.20	 	 	$35.00	 	 	$45.00	 	 	$60.00	 	 	$75.00	 	 	$100.00	 
	November 17, 2020	 	 	24.4270	 	 	 	20.2482	 	 	 	16.8568	 	 	 	14.2438	 	 	 	11.3183	 	 	 	8.9000	 	 	 	7.0843	 	 	 	5.7297	 	 	 	3.5473	 	 	 	1.9867	 	 	 	1.2255	 	 	 	0.6066	 
	January 15, 2021	 	 	24.4270	 	 	 	19.8129	 	 	 	16.2405	 	 	 	13.5162	 	 	 	10.5071	 	 	 	8.0662	 	 	 	6.2724	 	 	 	4.9646	 	 	 	2.9333	 	 	 	1.5658	 	 	 	0.9367	 	 	 	0.4487	 
	January 15, 2022	 	 	24.4270	 	 	 	19.0912	 	 	 	15.2621	 	 	 	12.3852	 	 	 	9.2738	 	 	 	6.8276	 	 	 	5.0958	 	 	 	3.8826	 	 	 	2.1187	 	 	 	1.0528	 	 	 	0.6079	 	 	 	0.2832	 
	January 15, 2023	 	 	24.4270	 	 	 	17.9224	 	 	 	13.6221	 	 	 	10.4705	 	 	 	7.2029	 	 	 	4.8076	 	 	 	3.2583	 	 	 	2.2766	 	 	 	1.0611	 	 	 	0.4858	 	 	 	0.2813	 	 	 	0.1350	 
	January 15, 2024	 	 	24.4270	 	 	 	16.8982	 	 	 	10.9142	 	 	 	6.3386	 	 	 	2.0792	 	 	 	0.5218	 	 	 	0.1766	 	 	 	0.0903	 	 	 	0.0460	 	 	 	0.0290	 	 	 	0.0197	 	 	 	0.0105	 
	January 15, 2025	 	 	24.4270	 	 	 	16.8982	 	 	 	10.9142	 	 	 	5.9524	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 






    46


     


    

 


(ii)            if
the Stock Price is greater than $100.00 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 $15.13 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 66.0937 shares of Common Stock, subject to adjustment in the same manner as the
Conversion Rate pursuant to Section 14.04.


 


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


 


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


 


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


 





 


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, as applicable;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable, 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.


 






    47


     


    

 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.


 


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


 


For purposes of this Section 14.04(b) and
for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders 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 for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall
be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the 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 as to which an adjustment was effected (or would have been effected
but for Section 14.04(j)) pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions
paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, and (iii) Spin-Offs
as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock,
evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities,
the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:


 






    48


     


    

 





 


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. If the Company determines the “FMV”
(as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued
trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing
the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading
Day immediately preceding the Ex-Dividend Date for such distribution.


 


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


 





 


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;



 






    49


     


    

 


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


 


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


 






    50


     


    

 



 


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


 


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


 


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


 


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


 


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


 





 


where,


 


	 	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 	 
	 	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 	 
	 	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; 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, 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:


 








    51


     


    

 





 


where,


 


	 	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 	 
	 	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 	 
	 	AC	=	the aggregate value of all cash and any other consideration (as determined by the 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 (x) in respect of any
conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days
immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references
to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading
Days as have elapsed from, and including the Trading Day next succeeding the date that such tender or exchange offer expires to,
and including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which
Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period
for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration
date of any tender or exchange offer, references 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. In addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the 10th Trading
Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to
 “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in
respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding
the date such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period.


 






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


 


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


 


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


 


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


 


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


 


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


 


(iii)          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 (ii) of this subsection and outstanding as of the date the Notes were first issued;


 


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


 


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


 


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


 


(j)            Notwithstanding
this Section 14.04 or any other provisions of this Indenture, if an adjustment to the Conversion Rate otherwise required would
result in a change of less than 1% to the Conversion Rate, 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) the Conversion
Date of (in the case of Physical Settlement of the relevant conversion), or each Trading Day of the applicable Observation Period
for (in the case of Combination Settlement or Cash Settlement of the relevant conversion), any Note; (iii) the Effective Date
of a Fundamental Change or Make-Whole Fundamental Change occurs; and (iv) October 15, 2024.


 








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(k)            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.


 


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


 


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


 


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


 


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


 


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


 


(a)            In
the case of:


 


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


 


(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,


 






    54


     


    

 


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


 


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


 


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


 


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


 


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


 






    55


     


    

 


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


 


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


 


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


 


(c)            The
Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated
quotation system the Company will use 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 shares of Common Stock issuable upon conversion of the Notes.


 


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


 


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


 


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


 


(b)            Merger
Event; or


 


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


 






    56


     


    

 


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


 


Section 14.11.       Stockholder
Rights Plans. To the extent that 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.


 


ARTICLE 15

Repurchase of Notes at Option of Holders


 


Section 15.01.       [Intentionally
Omitted]


 


Section 15.02.       Repurchase
at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have
the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any
portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental
Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days
following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental
Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or
prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full
amount of accrued and unpaid interest to Holders of record as of the close of business of such Regular Record Date, and the Fundamental
Change Repurchase Price shall be equal to 100% of the aggregate principal amount of Notes to be repurchased pursuant to this Article 15.
The Fundamental Change Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the
Company to comply with applicable law as a result of changes to such applicable law occurring after the date of this Indenture.


 


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


 


(i)            delivery
to the Trustee and 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 and identifying the Notes by
CUSIP number, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding
the Fundamental Change Repurchase Date; and


 


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


 








    57


     


    

 


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


 


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


 


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


 


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


 


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


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee and 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 duly completed written
notice of withdrawal to the Trustee and the Paying Agent in accordance with Section 15.03.


 


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


 


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


 


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


 


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


 






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(ix)          the
procedures that Holders must follow to require the Company to repurchase their Notes, provided, however, that, if the Notes
are Global Notes, the Holders (and holders of a beneficial interest in such Global Notes) must comply with the Applicable Procedures
of the Depositary.


 


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


 


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


 


(e)            Notwithstanding
the foregoing, 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 same time and otherwise in compliance with the requirements
for an offer made by the Company pursuant to 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 pursuant to this Article 15.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


in each case, so as to permit the rights and obligations under
this Article 15 to be exercised in the time and in the manner specified in this Article 15. To the extent that the provisions
of any securities laws or regulations enacted or 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 will comply
with the applicable security laws and regulations and will not be deemed to have breached its obligations under such provisions
by virtue of such conflict.


 


ARTICLE 16

Optional Redemption


 


Section 16.01.       Optional
Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to January 15,
2023. On or after January 15, 2023, the Company may redeem (an “Optional Redemption”) for cash all or any
portion of the Notes, at the 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 Redemption Notice in accordance with Section 16.02.


 






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Section 16.02.       Notice
of Optional Redemption; Selection of Notes. (a) In case the Company exercises its Optional Redemption right to redeem
all or, as the case may be, any part of the Notes pursuant to Section 16.01, 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 75 Scheduled Trading Days prior to the
Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense
of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”)
not less than 65 nor more than 90 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed
as a whole or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of the
Redemption Date to the Trustee. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date
that falls on or after the 61st Scheduled Trading Day immediately preceding the Maturity Date.


 


(b)            The
Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, failure to deliver such Redemption Notice or any defect in the Redemption
Notice 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. If the Company directs the Trustee in writing to distribute the Redemption Notice to Holders,
the Company shall give such direction to the Trustee at least two Business Days prior to the date on which the Company directs
the Trustee to send the Redemption Notice to Holders.


 


(c)            Each
Redemption Notice shall identify Notes by their CUSIP and specify:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


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


 


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


 


(vi)          the
procedures a converting Holder must follow to convert such Notes subject to Optional Redemption and the Settlement Method and Specified
Dollar Amount, if applicable;


 


(vii)         the
Conversion Rate and, if applicable, 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
case 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 Redemption Notice shall be irrevocable.


 


(d)            If
the Company elects to redeem fewer than all of the outstanding Notes, the Trustee shall select the Notes or portions thereof of
a Global Note or a Physical Note to be redeemed (in minimum principal amounts of $1,000 or integral multiples of $1,000 in excess
thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, subject to customary
Depositary procedures, as applicable. 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.


 






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Section 16.03.       Payment
of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance with
Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption
Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the
Redemption Notice, 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.


 


(c)            If
the Paying Agent holds money sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, then, with
respect to the Notes to be redeemed on such Redemption Date (which, for the avoidance of doubt, shall not include Notes converted
by Holders thereof after delivery of the Notice of Redemption and prior to the Business Day immediately preceding such Redemption
Date), such Notes will cease to be outstanding as of such Redemption Date and interest will cease to accrue (whether or not book-entry
transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent), and all other rights with respect
to such Notes of the Holder thereof will terminate (other than the right to receive the Redemption Price).


 


Section 16.04.       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 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 Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or
performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the
Company.


 


Section 17.03.       Addresses
for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given
or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another
address is filed by the Company with the Trustee) to Veeco Instruments Inc., 1 Terminal Drive, Plainview, NY 11803, Attention:
General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail, or delivered
by overnight air courier guaranteeing next day delivery, addressed to the Corporate Trust Office or sent electronically in PDF
format.


 


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.


 








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


 


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


 


Notwithstanding any other provision of this
Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or
repurchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall 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 Applicable Procedures.


 


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.


 


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


 


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


 


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


 


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


 


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 Officers’
Certificate and 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 Officers’ Certificate and Opinion of Counsel.


 






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


 


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


 


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


 


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


 


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


 


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


 


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 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.


 






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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 Signatory


 


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


 


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


 


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


 


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


 


Section 17.15.       Calculations.
Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes, and
in no instance shall the Trustee, the Paying Agent or the Conversion Agent have any liability or responsibility for making such
calculations, or for any information used in connection with such calculation or any determination made in connection with a conversion
of Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock,
the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest (including any Additional Interest)
payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent
manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a written
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 has no duty to verify such calculations and is entitled to rely conclusively upon the accuracy of the
Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any
Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company. None of the Trustee, the Paying
Agent nor the Conversion Agent shall have any liability or responsibility for any calculation in connection with a conversion of
the Notes or any information used in connection with any such calculation, nor shall the Trustee, the Paying Agent or Conversion
Agent have any duty to monitor the accuracy of any of the calculations made by the Company which will be conclusive and binding
on Holders of Notes, absent manifest error. In addition, none of the Trustee, the Paying Agent nor the Conversion Agent shall have
any liability or responsibility for determining whether any given day is a Trading Day or Scheduled Trading Day.


 






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


 


[Remainder of page intentionally
left blank]


 




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


 


	 	VEECO INSTRUMENTS INC.
	 	 
	 	By:	/s/ John P. Kiernan
	 	 	Name: John P. Kiernan
	 	 	Title: Senior Vice President and Chief Financial Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Deborah Todak
	 	 	Name: Deborah Todak
	 	 	Title: Vice President


 






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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]


 


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


 


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


 


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


 


(C)    TO
A PERSON REASONABLY BELIEVED TO BE 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.


 






    	 	A-1	 



     


    

 


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


 


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


 






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VEECO INSTRUMENTS INC.


 


3.50% Convertible Senior Exchange Note due
2025


 


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


 


CUSIP No. [_________]


 


Veeco Instruments Inc., 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.]2
[_______]3, or registered assigns,
the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of $[_______]]5,, which amount,
taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed
$132,500,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on January 15,
2025, and interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 3.50% per year from November 17, 2020, or from the most recent date to which interest had been paid or provided for to,
but excluding, the next scheduled Interest Payment Date until January 15, 2025. Interest is payable semi-annually in arrears
on each January 15 and July 15, commencing on July 15, 2021, to Holders of record at the close of business on the
preceding January 1 and July 1 (whether or not such day is a Business Day), respectively. Additional Interest will be
payable as set forth in 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 Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not
be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


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


 


The Company shall pay or cause the Paying
Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to
the provisions of the Indenture, the Company shall pay or cause the Paying Agent to pay the principal of any Notes (other than
Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated
the Trustee as its Paying Agent, Conversion Agent and Note Registrar in respect of the Notes and its agency in the contiguous United
States, as a place where Notes may be presented for payment or for registration of transfer and exchange.6


 


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


 





 






1 Include if a global note.


2 Include if a global note.


3 Include if a physical note.


4 Include if a global note.


5 Include if a physical note.


6


 






    	 	A-3	 



     


    

 


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 facsimile or by PDF transmission
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.


 


	 	VEECO INSTRUMENTS INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


	By:	 	 
	 	Authorized Signatory	 




 






    	 	A-5	 



     


    

 


[FORM OF REVERSE OF NOTE]


 


VEECO INSTRUMENTS INC.


 


3.50% Convertible Senior Exchange Note due
2025


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 3.50% Convertible Senior Exchange Notes due 2025 (the “Notes”), limited
to the aggregate principal amount of $132,500,000 all issued or to be issued under and pursuant to an Indenture dated as of November 17,
2020 (the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


 


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


 


Subject to the terms and conditions of the
Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental
Change Repurchase Date, 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
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 and/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, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed
in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different
from the name of the Holder of the old Notes surrendered for such exchange.


 


The Notes shall be redeemable at the Company’s
option in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the
Notes.


 






    	 	A-6	 



     


    

 


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


 


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


 






    	 	A-7	 



     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


CUST = Custodian


TEN ENT = as tenants by the entireties


 


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


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


 






    	 	A-8	 



     


    

 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


VEECO INSTRUMENTS INC.


 


3.50% Convertible Senior Exchange Notes
due 2025


 


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


 


	
        Date of
        exchange
	 	
        Amount
        of

        decrease in

        principal amount

        of this Global Note
	 	
        Amount
        of

        increase in

        principal amount

        of this Global Note
	 	
        Principal
        amount

        of this Global Note

        following such

        decrease or

        increase
	 	
        Signature
        of

        authorized

        signatory of

        Trustee or

        Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


6 Include
if a global note.


 






    	 	A-9	 



     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: U.S. Bank National Association


 


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


 


	Dated:	 	 	 	 
	 	 	 	Signature(s)	 
	 	 	 	 	 
	 	 	 	Signature Guarantee	 


 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 


	Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in

the name of the registered holder:	 
	 	 
	(Name)	 
	 	 
	(Street Address)	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 
	 	Principal amount to be converted (if less than all): $______,000
	 	 
	 	NOTICE: The above signature(s) of the Holder(s) hereof 

must correspond with the name as written upon the face of 

the Note in every particular without alteration or 

enlargement or any change whatever.
	 	 	 
	 	Social Security or Other Taxpayer

Identification Number	 


 






    	 	A-10	 



     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE]


 


To: U.S. Bank National Association


 


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


 


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


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	Signature(s)	 
	 	 	 	 
	 	 	Social Security or Other Taxpayer

Identification Number	 
	 	 	Principal amount to be repaid (if less than all): 

$______,000
	 	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


 






    	 	A-11	 



     


    

 


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
Veeco Instruments Inc. or a subsidiary thereof; or


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


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


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


 


	Dated:	      	 
	 	 
	 	 
	Signature(s)	 
	 	 
	Signature Guarantee	 


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 






    	 	A-12