EXECUTION VERSION





 




 






UBER TECHNOLOGIES,
INC.



AND



U.S. BANK NATIONAL ASSOCIATION,



as Trustee



INDENTURE



Dated as of December 11, 2020


0%
Convertible Senior Notes due 2025


 








    	 



    	 



    

TABLE
OF CONTENTS





 




 




Page





	Article 1
 Definitions	 
	 	 
	Section 1.01. Definitions	1
	Section 1.02. References to Interest	15
	 	 
	Article 2
 Issue,
    Description, Execution, Registration and Exchange of Notes	 
	 	 
	Section 2.01. Designation and
    Amount	15
	Section 2.02. Form of Notes	15
	Section 2.03. Date and Denomination
    of Notes; No Regular Interest; Special Interest and Defaulted Amounts	16
	Section 2.04. Execution, Authentication
    and Delivery of Notes	18
	Section 2.05. Exchange and Registration
    of Transfer of Notes; Restrictions on Transfer; Depositary	18
	Section 2.06. Mutilated, Destroyed,
    Lost or Stolen Notes	24
	Section 2.07. Temporary Notes	25
	Section 2.08. Cancellation of
    Notes Paid, Converted, Etc	26
	Section 2.09. CUSIP Numbers	26
	Section 2.10. Additional Notes;
    Repurchases	26
	 	 
	Article 3
 Satisfaction
    and Discharge	 
	 	 
	Section 3.01. Satisfaction and
    Discharge	27
	 	 
	Article 4
 Particular
    Covenants of the Company	 
	 	 
	Section 4.01. Payment of Principal
    and Special Interest	27
	Section 4.02. Maintenance of
    Office or Agency	28
	Section 4.03. Appointments to
    Fill Vacancies in Trustee’s Office	28
	Section 4.04. Provisions as to
    Paying Agent	28
	Section 4.05. Existence	30
	Section 4.06. Rule 144A Information
    Requirement and Annual Reports	30
	Section 4.07. Stay, Extension
    and Usury Laws	32
	Section 4.08. Compliance Certificate;
    Statements as to Defaults	32
	Section 4.09. Further Instruments
    and Acts	32







    	i



    	 



    




	Article 5
 Lists
    of Holders and Reports by the Company and the Trustee	 
	 	 
	Section 5.01. Lists of Holders	32
	Section 5.02. Preservation and
    Disclosure of Lists	33
	 	 
	Article 6
 Defaults
    and Remedies	 
	 	 
	Section 6.01. Events of Default	33
	Section 6.02. Acceleration; Rescission
    and Annulment	34
	Section 6.03. Special Interest	35
	Section 6.04. Payments of Notes
    on Default; Suit Therefor	36
	Section 6.05. Application of
    Monies Collected by Trustee	37
	Section 6.06. Proceedings by
    Holders	38
	Section 6.07. Proceedings by
    Trustee	39
	Section 6.08. Remedies Cumulative
    and Continuing	39
	Section 6.09. Direction of Proceedings
    and Waiver of Defaults by Majority of Holders	40
	Section 6.10. Notice of Defaults	40
	Section 6.11. Undertaking to
    Pay Costs	40
	 	 
	Article 7
 Concerning
    the Trustee	 
	 	 
	Section 7.01. Duties and Responsibilities
    of Trustee	41
	Section 7.02. Reliance on Documents,
    Opinions, Etc	43
	Section 7.03. No Responsibility
    for Recitals, Etc	44
	Section 7.04. Trustee, Paying
    Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	44
	Section 7.05. Monies and Shares
    of Common Stock to Be Held in Trust	44
	Section 7.06. Compensation and
    Expenses of Trustee	45
	Section 7.07. Officer’s
    Certificate as Evidence	45
	Section 7.08. Eligibility of
    Trustee	46
	Section 7.09. Resignation or
    Removal of Trustee	46
	Section 7.10. Acceptance by Successor
    Trustee	47
	Section 7.11. Succession by Merger,
    Etc	47
	Section 7.12. Trustee’s
    Application for Instructions from the Company	48
	 	 
	Article 8
 Concerning
    the Holders	 
	 	 
	Section 8.01. Action by Holders	48
	Section 8.02. Proof of Execution
    by Holders	49
	Section 8.03. Who Are Deemed
    Absolute Owners	49
	Section 8.04. Company-Owned Notes
    Disregarded	49
	Section 8.05. Revocation of Consents;
    Future Holders Bound	50







    	ii



    	 



    




	Article 9

    Holders’ Meetings	 
	 	 
	Section 9.01. Purpose of Meetings	50
	Section 9.02. Call of Meetings
    by Trustee	50
	Section 9.03. Call of Meetings
    by Company or Holders	51
	Section 9.04. Qualifications
    for Voting	51
	Section 9.05. Regulations	51
	Section 9.06. Voting	52
	Section 9.07. No Delay of Rights
    by Meeting	52
	 	 
	Article 10
 Supplemental
    Indentures	 
	 	 
	Section 10.01. Supplemental Indentures
    Without Consent of Holders	52
	Section 10.02. Supplemental Indentures
    with Consent of Holders	53
	Section 10.03. Effect of Supplemental Indentures	54
	Section 10.04. Notation on Notes	55
	Section 10.05. Evidence of Compliance
    of Supplemental Indenture to Be Furnished Trustee	55
	 	 
	Article 11
 Consolidation,
    Merger, Sale, Conveyance and Lease	 
	 	 
	Section 11.01. Company May Consolidate,
    Etc. on Certain Terms	55
	Section 11.02. Successor Corporation
    to be Substituted	56
	 	 
	Article 12
 Immunity
    of Incorporators, Stockholders, Officers and Directors	 
	 	 
	Section 12.01. Indenture and
    Notes Solely Corporate Obligations	56
	 	 
	Article 13
 [Intentionally
    Omitted]	 
	 	 
	Article 14
 Conversion
    of Notes	 
	 	 
	Section 14.01. Conversion Privilege	57
	Section 14.02. Conversion Procedure;
    Settlement Upon Conversion	61
	Section 14.03. Increased Conversion
    Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption	66
	Section 14.04. Adjustment of
    Conversion Rate	68
	Section 14.05. Adjustments of
    Prices	78
	Section 14.06. Shares to Be Fully
    Paid	78







    	iii



    	 



    




	Section 14.07. Effect
    of Recapitalizations, Reclassifications and Changes of the Common Stock	78
	Section 14.08. Certain Covenants	80
	Section 14.09. Responsibility
    of Trustee	81
	Section 14.10. Notice to Holders
    Prior to Certain Actions	81
	Section 14.11. Stockholder Rights
    Plans	82
	Section 14.12. Exchange in Lieu
    of Conversion	82
	 	 
	Article 15
 Repurchase
    of Notes at Option of Holders	 
	 	 
	Section 15.01. [Intentionally Omitted]	83
	Section 15.02. Repurchase at
    Option of Holders Upon a Fundamental Change	83
	Section 15.03. Withdrawal of
    Fundamental Change Repurchase Notice	86
	Section 15.04. Deposit of Fundamental
    Change Repurchase Price	86
	Section 15.05. Covenant to Comply
    with Applicable Laws Upon Repurchase of Notes	87
	 	 
	Article 16
 Optional
    Redemption	 
	 	 
	Section 16.01. Optional Redemption	88
	Section 16.02. Notice of Optional
    Redemption; Selection of Notes	88
	Section 16.03. Payment of Notes
    Called for Redemption	89
	Section 16.04. Restrictions on
    Redemption	90
	 	 
	Article 17
 Miscellaneous
    Provisions	 
	 	 
	Section 17.01. Provisions Binding
    on Company’s Successors	90
	Section 17.02. Official Acts
    by Successor Corporation	90
	Section 17.03. Addresses for
    Notices, Etc	90
	Section 17.04. Governing Law;
    Jurisdiction	91
	Section 17.05. Evidence of Compliance
    with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	91
	Section 17.06. Legal Holidays	92
	Section 17.07. No Security Interest
    Created	92
	Section 17.08. Benefits of Indenture	92
	Section 17.09. Table of Contents,
    Headings, Etc	92
	Section 17.10. Authenticating
    Agent	93
	Section 17.11. Execution in Counterparts	94
	Section 17.12. Severability	94
	Section 17.13. Waiver of Jury
    Trial	94
	Section 17.14. Force Majeure	94
	Section 17.15. Calculations	94
	Section 17.16. USA PATRIOT Act	95
	Section 17.17. Electronic Signatures	95


 


EXHIBIT


	Exhibit
    A            Form of Note	A-1







    	iv



    	 



    

INDENTURE
dated as of December 11, 2020 between UBER TECHNOLOGIES, 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, 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 0% Convertible Senior Notes due 2025 (the
“Notes”), initially in an aggregate principal amount not to exceed $1,150,000,000, 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
Shares” shall have the meaning specified in Section 14.03(a).



    	 



    	 



    



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


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


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


“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.


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


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


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


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


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


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


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


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


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



    	2



    	 



    



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


“Common
Stock” means the common stock of the Company, par value $0.00001 per share, at the date of this Indenture, subject to
Section 14.07.


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


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


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


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


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


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


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


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


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


“Corporate
Trust Office” means the designated office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at U.S. Bank National Association, 1 Federal Street, Boston, MA 02110,
Attention: Alison D.B. Nadeau, or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee
may designate from time to time by notice to the Holders and the Company).


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


“Daily
Conversion Value” means, for each of the 20 consecutive Trading Days during the Observation Period, one-twentieth (1/20th)
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 20.



    	3



    	 



    



“Daily
Settlement Amount,” for each of the 20 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 20 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 “UBER <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.


“De-Legending
Deadline Date” means, with respect to the Notes or any additional Notes issued pursuant to Section 2.10, the 380th day
after the Last Date of Original Issuance of such Notes or additional Notes, as applicable; provided that if such 380th
day is after a Special Interest Record Date and on or before the immediately succeeding Special Interest Payment Date, then the
“De-Legending Deadline Date” will instead be the Business Day immediately after such Special Interest Payment
Date.


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


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


“Default
Settlement Method” means, initially, Combination Settlement with a Specified Dollar Amount per $1,000 principal amount
of Notes of $1,000.


“Defaulted
Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change
Repurchase Price, principal and Special Interest, if any) 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.



    	4



    	 



    



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


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


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


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, any combination of Equity Interests and/or cash).


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


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


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


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


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


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


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


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


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



    	5



    	 



    



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


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


(b)            the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or
from par value to no par value, or changes resulting from a subdivision or combination) as a result of which the Common Stock
would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation
or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets;
or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct
or indirect Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (A) or clause (B)
in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or
indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent
thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately
prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);


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


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



    	6



    	 



    



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


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


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


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


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



    	7



    	 



    



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


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


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


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


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


“Maturity
Date” means December 15, 2025.


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



    	8



    	 



    



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


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


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


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


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


“Observation
Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion
Date occurs prior to September 15, 2025, the 20 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 Notice of Redemption with respect to the Notes and prior to the related Redemption Date, the 20 consecutive Trading
Days beginning on, and including, the 21st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject
to clause (ii), if the relevant Conversion Date occurs on or after September 15, 2025, the 20 consecutive Trading Days beginning
on, and including, the 21st Scheduled Trading Day immediately preceding the Maturity Date.


“Offering
Memorandum” means the preliminary offering memorandum dated December 7, 2020, as supplemented by the related pricing
term sheet dated December 8, 2020, relating to the offering and sale of the Notes.


“Officer”
means, with respect to the Company, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial
Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or
the Secretary, the most senior financial officer from time to time, or any equivalent, of the Company.


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


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


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


“Optional
Redemption” shall have the meaning specified in Section 16.01.



    	9



    	 



    



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


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


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


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


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


(e)            Notes
redeemed pursuant to Article 16.


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


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


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


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


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


“Purchase
Agreement” means that certain Purchase Agreement, dated December 8, 2020, between the Company and BofA Securities, Inc.,
as representative of the several initial purchasers named in Schedule I thereto.



    	10



    	 



    



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


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


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


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


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust services area of the Trustee
located in the Corporate Trust Office, who has direct responsibility for the administration of this Indenture, or any other officer
of the Trustee to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with
the particular subject.


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


“Restricted
Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.


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


“Revolving
Credit Agreement” means that certain Revolving Credit Agreement, dated as of June 26, 2015, by and among the Company,
the Lenders party thereto, each Issuing Bank party thereto and Morgan Stanley Senior Funding, Inc., including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended, restated, supplemented,
modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements
or indentures (in each case with the same or new lenders or institutional investors), including any agreement adding or changing
the borrower or guarantor or extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness
thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.



    	11



    	 



    



“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).


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


“Significant
Subsidiary” means a Restricted Subsidiary of the Company that is a “significant subsidiary” as defined under
clauses (1) or (2) of Article 1, Rule 1-02(w) of Regulation S-X promulgated by the Commission, as such Regulation is in effect
on the date hereof (except, with respect to each test contained therein, substituting 20 percent instead of 10 percent as the
applicable threshold).


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


“Special
Interest Payment Date” means, if and to the extent that Special Interest is payable on the Notes, each June 15 and December
15 of each year, beginning on June 15, 2021.


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


“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 (or deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.


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



    	12



    	 



    



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


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


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


“Trading
Day” means, except for determining amounts due upon conversion, a day on which (i) trading in the Common Stock (or other
security for which a closing sale price must be determined) generally occurs on the New York Stock Exchange or, if the Common
Stock (or such other security) is not then listed on the New York Stock Exchange, on the principal other U.S. national or regional
securities exchange on which the Common Stock (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 New York Stock Exchange or, if the Common
Stock is not then listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange
on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities
exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common
Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.


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


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



    	13



    	 



    



“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).


“Unrestricted
Subsidiary” means, collectively, (a) Aleka Insurance, Inc., (b) Neben, LLC and its Subsidiaries, (c) entities
for which the primary purpose is to operate, commercialize or develop autonomous or self-driving vehicles, or technology related
thereto (including Apparate International C.V., Apparate Canada, Inc., UATC, LLC and their respective Subsidiaries), (d) entities
for which the primary purpose is to operate, commercialize or develop class 6 or above trucking or freight brokerage services,
or technology related thereto (including Uber Freight, LLC and its Subsidiaries), (e) entities for which the primary purpose is
to operate, commercialize or develop food delivery, and logistics services (including UberEATS and UberHealth), or technology
related thereto (including Anderes, LLC and its Subsidiaries), (f) entities for which the primary purpose is to operate, commercial
or develop personal mobility devices (including bikes, scooters and hoverboards), or technology related thereto (including SMB
Holding Corporation, Social Bicycles, LLC and Social Scooters, LLC and their respective Subsidiaries), (g) Lion City Holdings
Pte. Ltd. and its Subsidiaries (including Lion City Rentals Pte. Ltd.), (h) captive financing entities and their respective Subsidiaries,
(i) any entities for which the primary purpose is to own or develop real estate, (j) any entities for which the primary purpose
is to operate, commercialize or develop aerial vehicles, or technology related thereto, (k) any entities for which the primary
purpose is to operate, commercialize or develop a service that provides flexible earnings opportunities for workers by matching
workers with staffing organizations that will employ the worker and with third-party customers that require temporary labor, or
technology related thereto, (l) any entities for which the primary purpose is to operate, commercialize or develop public transit
services and (m) each Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries
described in clauses (a)–(l) of this definition; provided that in each such case that no Person shall be an Unrestricted
Subsidiary unless it is also at such time designated as an “unrestricted subsidiary” under the Revolving Credit Agreement;
and provided further that, so long as no Default or Event of Default has occurred and is continuing or shall result therefrom,
the Company shall be permitted to designate any such Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the
Trustee specifying that such Unrestricted Subsidiary shall be deemed a Restricted Subsidiary effective as of the date of such
written notice.


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



    	14



    	 



    



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


Section
1.02. References to Interest. All references to interest on, or in respect of, any Note in this Indenture shall be deemed
to refer solely to Special Interest if, in such context, Special Interest is, was or would be payable pursuant to any of Section
4.06(d), Section 4.06(e) and Section 6.03, or to any such interest payable on any Defaulted Amounts as set forth in Section 2.03(c).
Unless the context otherwise requires, any express mention of Special Interest in any provision hereof shall not be construed
as excluding Special 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 “0% Convertible Senior Notes due 2025.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $1,150,000,000,
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.



    	15



    	 



    



Each Global
Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases,
cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of
any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,
at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this
Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of,
and any 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; No Regular Interest; Special 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 not bear regular interest, and the principal amount of the Notes
shall not accrete. Special Interest on the Notes, if any, shall be computed on the basis of a 360-day year composed of twelve
30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.


(b)           
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business
on any Special Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive the Special
Interest payable on such Special 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 within the contiguous United
States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable
by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay, or cause
the Paying Agent to pay, Special Interest, if any, (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 such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Special
Interest Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States
if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information
necessary to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing, the Note
Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary
or its nominee.



    	16



    	 



    



(c)           
Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall not accrue
interest unless Special Interest was payable with respect to such Defaulted Amounts on the relevant payment date, in which case
such Defaulted Amounts shall accrue interest per annum at the then-applicable Special Interest rate, subject to the enforceability
thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with any such
interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:


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


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


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



    	17



    	 



    



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,
Deputy Secretary or Controller.


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


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


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


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


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



    	18



    	 



    



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


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


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


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


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



    	19



    	 



    



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


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


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


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


(2)            AGREES
FOR THE BENEFIT OF UBER TECHNOLOGIES, 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



    	20



    	 



    



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


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


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


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


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


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



    	21



    	 



    



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


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


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


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


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



    	22



    	 



    



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


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


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


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


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


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


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


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



    	23



    	 



    



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


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


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


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


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



    	24



    	 



    



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


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


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



    	25



    	 



    



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


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


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



    	26



    	 



    



Article
3

Satisfaction and Discharge


Section
3.01. Satisfaction and Discharge. (a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes
theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced,
paid or converted as provided in Section 2.06 and (y) Notes for whose payment money has heretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in
Section 4.04(d)) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or 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 cash and/or shares of Common Stock, 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 or the Notes by the Company; and (b) the Trustee upon request of the Company contained in an Officer’s Certificate
and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture
and the Notes, when the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture and the Notes have
been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee
under Section 7.06 shall survive.


Article
4

Particular Covenants of the Company


Section
4.01. Payment of Principal and Special 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 any accrued and unpaid Special
Interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.



    	27



    	 



    



Any applicable
withholding taxes (including backup withholding) may be withheld from any Special Interest payments and payments upon conversion,
repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder
or beneficial owner, those withholding taxes may be set off from payments of cash or Common Stock, if any, payable on the Notes
(or, in some circumstances, any payments on the Common Stock) or sales proceeds paid to, or other funds or assets of, the Holder
or beneficial owner.


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


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


The Company
hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate
Trust Office as the office or agency within the contiguous United States of America where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served; provided that the Corporate Trust Office shall not
be a place for service of legal process for the Company.


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


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


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



    	28



    	 



    



(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 any accrued and unpaid Special
Interest on, the Notes when the same shall be due and payable; and


 


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


 


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


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



    	29



    	 



    



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


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


(b)           
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies
of any annual or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports,
or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace
period provided by Rule 12b-25 under the Exchange Act (or any successor thereto)). Any such document or report that the Company
files with the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed with the
Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor), it
being understood that the Trustee shall not be responsible for determining whether such filings have been made.


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



    	30



    	 



    



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


(e)           
If, and for so long as, the Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the
Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other
than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the De-Legending
Deadline Date, the Company shall pay Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount
of Notes outstanding until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the
Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the
Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes.


(f)           
Special Interest will be payable in arrears on each Special Interest Payment Date as set forth in Section 2.03(b).


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



    	31



    	 



    



(h)           
If Special Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver
to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Special Interest that is payable and
(ii) the date on which such Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the
Corporate Trust Office such Officer’s Certificate, the Trustee may conclusively assume without inquiry that no such Special
Interest is payable. If the Company has paid Special 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 Officer’s Certificate
stating whether the signers thereof have knowledge of any Event of Default that occurred during the previous year and, if so,
specifying each such Event of Default and the nature thereof.


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


Section
4.09. Further Instruments and Acts. Upon request of the Trustee, the Company 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 June 1 and December 1 in each year beginning with June 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.



    	32



    	 



    



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 dispose of any list
furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


Article
6

Defaults and Remedies


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


(a)           
default in any payment of Special 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 three Business Days;


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


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


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


(g)           
default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument
under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess
of $250,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether
such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and
payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable
(after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration
or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure
to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within
30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate
principal amount of Notes then outstanding in accordance with this Indenture;



    	33



    	 



    



(h)           
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


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


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



    	34



    	 



    



The immediately
preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been
so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered
as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction
and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued
and unpaid Special 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 any accrued
and unpaid Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver,
as the case may be, the consideration due upon conversion of the Notes.


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


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



    	35



    	 



    



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


Section
6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01
shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of the Notes, the whole amount then due and payable on the Notes for principal and Special Interest, if any, with no interest
accruing on any overdue principal unless Special Interest was payable on the required payment date, in which case such payments
will accrue interest at the then-applicable Special Interest rate from such required payment date, and, in addition thereto, such
further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


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



    	36



    	 



    



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 in all of its capacities under this Indenture;



    	37



    	 



    



Second,
in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of any 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 any such interest is payable on such Notes and has been
collected by the Trustee) upon such overdue payments at the rate of Special Interest then payable on such Notes at such time,
such payments to be made ratably to the Persons entitled thereto;


Third,
in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment
of the whole amount (including, if applicable, the payment of the Redemption Price and the Fundamental Change Repurchase Price
and any cash due upon conversion) then owing and unpaid upon the Notes for principal and Special Interest, if any, with interest
(to the extent that any interest is payable on such Notes and has been collected by the Trustee) on the overdue principal to the
extent that such interest has been collected by the Trustee, payable upon such overdue amounts at the rate of Special Interest
then payable on such Notes, if any, 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 any interest without preference or priority of principal over interest,
or of any 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 any accrued and unpaid interest; and


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


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


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


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


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



    	38



    	 



    



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


(e)           
no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the
Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period
pursuant to Section 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note
with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue
of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain
or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder), or to enforce
any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
(except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


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


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


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



    	39



    	 



    



Section
6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate
principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict
with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee and that
is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal liability (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holder). The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section
8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences
except any continuing defaults relating to (i) a default in the payment of accrued and unpaid Special 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. The Trustee shall, within 90 days after the occurrence and continuance of a Default of which
a Responsible Officer has actual knowledge, deliver to all Holders notice of all Defaults actually known to a Responsible Officer,
unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case
of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if
applicable), or any accrued and unpaid Special 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 it determines that the withholding
of such notice is in the interests of the Holders.


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



    	40



    	 



    



Article
7

Concerning the Trustee


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


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


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


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


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



    	41



    	 



    



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


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


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


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


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


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


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


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



    	42



    	 



    



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


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


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


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


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


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


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


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


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



    	43



    	 



    



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


In no
event shall the Trustee be liable for any special, indirect, punitive, or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect
to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written
notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder.


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


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.



    	44



    	 



    



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


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


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



    	45



    	 



    



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


Section
7.09. Resignation or Removal of Trustee.


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


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


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


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


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



    	46



    	 



    



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


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


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


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


Upon acceptance
of appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the
written direction and at the expense of the Company shall 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.



    	47



    	 



    



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


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


Article
8

Concerning the Holders


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



    	48



    	 



    



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


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


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



    	49



    	 



    



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


Article
9

Holders’ Meetings


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


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


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


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


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


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



    	50



    	 



    



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


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


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


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


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


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



    	51



    	 



    



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 and the Trustee, at the Company’s expense,
may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following
purposes:


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


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



    	52



    	 



    



(f)           
to make any change that does not adversely affect the rights of any Holder, as certified by the Company in an Officer’s
Certificate;


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


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


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


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


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


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


(m)           
to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect
a Settlement Method; provided, however, that no such election or elimination will affect any Settlement Method theretofore
elected (or deemed to be elected) with respect to any Note pursuant to the provisions of ‎‎Article 14.


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 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


Any supplemental
indenture authorized by the provisions of this Section 10.01 may be executed by the Company 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 and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders;
provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental
indenture shall:



    	53



    	 



    



(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 any Special Interest on any Note;


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


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


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


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


(g)           
change the ranking of the Notes; or


(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 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, indemnities, privileges 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.



    	54



    	 



    



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 addition to the documents required
by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized
by this Indenture; such Opinion of Counsel to include a customary legal opinion stating that such supplemental indenture is the
valid and binding obligation of the Company, subject to customary exceptions and qualifications. The Trustee shall have no responsibility
for determining whether any amendment or supplemental indenture will or may have an adverse effect on any Holder.


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


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


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


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


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



    	55



    	 



    



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


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


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


Section
12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or any accrued
and unpaid Special 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.



    	56



    	 



    



Article
13

[Intentionally Omitted]


Article
14

Conversion of Notes


Section
14.01. Conversion Privilege.


(a)           
Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such
Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior
to the close of business on the Business Day immediately preceding September 15, 2025 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 September 15,
2025 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 12.3701 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”).



    	57



    	 



    



(b)           
 


(i)           
 Prior to the close of business on the Business Day immediately preceding September 15, 2025, 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 ten consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,
as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the
Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day
and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant
to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Bid Solicitation Agent (if other
than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company
has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting
as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of
Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence
that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last
Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company
shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation
Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and
on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of
the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid
Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine
the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company
gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the
Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the
preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to
be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day
of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee
and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error.
If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount
of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)
in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to
solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is
made as provided in this subsection (b)(i).


(ii)           
If, prior to the close of business on the Business Day immediately preceding September 15, 2025, the Company elects to:


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



    	58



    	 



    



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


 


then, in either case, the
Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at
least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation
of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that
such separation or triggering event has occurred or will occur); provided, however, that if the Company is then
otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably
elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least
five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions
of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such
Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical
Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender
all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day
immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution
will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders
may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms
as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A)
or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal
to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.


(iii)           
If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to
the close of business on the Business Day immediately preceding September 15, 2025, regardless of whether a Holder has the right
to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange
Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization
that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock
becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding
September 15, 2025, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate
Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the
effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event
(or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company
gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted
Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase
Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall
notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following
the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate
Event.



    	59



    	 



    



(iv)           
Prior to the close of business on the Business Day immediately preceding September 15, 2025, 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.


(v)           
If the Company calls any Notes for redemption prior to the close of business on the Business Day immediately proceeding
September 15, 2025 pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at
any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called
Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s
delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which
case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly
provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and
the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to
the close of business on the 24th Scheduled Trading Day immediately preceding the related Redemption Date (or if, as permitted
by ‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to
the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the related Redemption
Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder
or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close
of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment
of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed
to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the
purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related
Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant
to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article
16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v)
and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such
Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this
‎Section 14.01(b).



    	60



    	 



    



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 satisfy
its Conversion Obligation by paying or delivering, as the case may be, to the converting Holder, in respect of each $1,000 principal
amount of Notes being converted, 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)           
All conversions for which the relevant Conversion Date occurs after the issuance of a Notice of Redemption with respect
to the Notes and prior to the related Redemption Date, and all conversions for which the relevant Conversion Date occurs on or
after September 15, 2025, shall be settled using the same Settlement Method.


(ii)           
Except for any conversions for which the relevant Conversion Date occurs after the issuance of a Notice of Redemption but
prior to the related Redemption Date, and any conversions for which the relevant Conversion Date occurs on or after September
15, 2025, and except to the extent the Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b)(ii) in
a notice as described in such Section, the Company shall use the same Settlement Method for all conversions with the same Conversion
Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different
Conversion Dates.


(iii)           
If, in respect of any Conversion Date (or any conversions of Called Notes for which the relevant Conversion Date occurs
during the related Redemption Period, or for which the relevant Conversion Date occurs on or after September 15, 2025 or for which
the Company has irrevocably elected Physical Settlement pursuant to ‎Section 14.01(b)(ii) in a notice as described in such
Section), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method
in respect of such Conversion Date (or such period, as the case may be), the Company, through and upon a written request to 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 (A) for which the relevant Conversion Date occurs (i)
after the date of issuance of a Notice of Redemption pursuant to Section 16.02 and prior to the related Redemption Date, in the
related Notice of Redemption or (ii) on or after September 15, 2025, no later than September 15, 2025 or (B) any conversions for
which the Company has irrevocably elected Physical Settlement pursuant to ‎‎Section 14.01(b)(ii), in a notice as described
in such Section). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding
sentence, the Company shall no longer have the right to elect a Settlement Method with respect to any conversion on such Conversion
Date or during such period, and the Company shall be deemed to have elected the Default Settlement Method with respect to such
conversion. 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 (or is deemed to have elected Combination Settlement)
in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes to
be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be
$1,000. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify as applicable a
Specified Dollar Amount shall not constitute a Default or Event of Default under this Indenture.



    	61



    	 



    



By
notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, from time to time, change
the Default Settlement Method prior to September 15, 2025. By notice to all Holders, the Company may, prior to September 15, 2025,
at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement Method
that the Company is then permitted to elect, including Combination Settlement with a Specified Dollar Amount per $1,000 principal
amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes
at or above a specific amount set forth in such election notice. If the Company changes the Default Settlement Method or the Company
irrevocably elects to fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set
the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the Company will, after the date
of such election, inform Holders converting their Notes through and upon a written request to the Trustee of such Specified Dollar
Amount no later than the relevant deadline for election of a specified Settlement Method as set forth in the immediately preceding
paragraph, or, if the Company does not timely notify Holders, such Specified Dollar Amount will be the specific amount set forth
in the election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000
per $1,000 principal amount of Notes. A change in the Default Settlement Method or an irrevocable election shall apply for all
conversions of Notes with Conversion Dates occurring subsequent to delivery of such notice; provided, however, that
no such election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note. For
the avoidance of doubt, such an irrevocable election, if made by the Company, will be effective without the need to amend this
Indenture or the Notes, including pursuant to ‎‎Section 10.01(m). However, the Company may nonetheless choose to execute
such an amendment at its option. If the Company changes the Default Settlement Method or if the Company irrevocably fixes the
Settlement Method pursuant to this paragraph, then, concurrently with providing notice to Holders of such change or election,
the Company shall either post the Default Settlement Method or fixed Settlement Method, as the case may be, on its website or
disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission.



    	62



    	 



    



(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 20 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, to the converting Holder in respect of each $1,000
principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the
20 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.



    	63



    	 



    



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


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


(c)           
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection (b) above. 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 (provided that, with respect to any Conversion Date following December 1, 2025 where Physical Settlement
applies to the related conversion, the Company shall settle any such conversion on the Maturity Date), or on the second Business
Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares
of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver (if applicable) to
the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock
to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s Conversion
Obligation.


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



    	64



    	 



    



(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 Special 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 Special Interest, if any, to, but not including,
the relevant Conversion Date. As a result, accrued and unpaid Special 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, any accrued and unpaid Special 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 Special Interest
Record Date but prior to the next Special Interest Payment Date, Holders of such Notes as of the close of business on such Special
Interest Record Date will receive the full amount of Special Interest payable on such Notes on such Special Interest Payment Date
notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Special Interest
Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by funds equal
to the amount of any Special Interest payable on the Notes so converted; provided that no such payment shall be required
(1) for conversions following any Special Interest Record Date immediately preceding the Maturity Date; (2) if the Company has
specified a Redemption Date that is after a Special Interest Record Date and on or prior to the Trading Day immediately following
the corresponding Special Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is
after a Special Interest Record Date and on or prior to the Business Day immediately following the corresponding Special Interest
Payment Date; or (4) to the extent of any overdue Special Interest, if any overdue Special interest exists at the time of conversion
with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on any Special Interest Record Date immediately
preceding the Maturity Date (if and to the extent that Special Interest is payable on the Maturity Date) shall receive the full
Special Interest payment due on the Maturity Date in cash regardless of whether their Notes have been converted following such
Special Interest Record Date.



    	65



    	 



    



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


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


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


(a)           
If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert
its Notes in connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Notice of Redemption as provided
under Section 16.02 and a Holder elects to convert its Called Notes (or any portion thereof) during the related Redemption Period,
as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so
surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described
below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental
Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental
Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the
case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change but for the
proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such
Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). For the avoidance
of doubt, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the
Notes that are not Called Notes will not be entitled to convert such Notes pursuant to‎ Section 14.01(b)(v) and will not be
entitled to an increase in the Conversion Rate for conversions of such Notes (on account of the Notice of Redemption) during the
applicable Redemption Period, even if such Notes are otherwise convertible pursuant to Section 14.01(b)(i)-‎(iv).



    	66



    	 



    



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


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


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


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



    	67



    	 



    



	 	Stock
    Price
	Effective
    Date	$53.01	$55.00	$60.00	$70.00	$80.84	$90.00	$105.09	$120.00	$140.00	$160.00	$200.00	$250.00	$350.00
	December
    11, 2020	6.4942	6.0798	5.1850	3.8591	2.8793	2.2866	1.6052	1.1587	0.7678	0.5184	0.2414	0.0887	0.0019
	December
    15, 2021	6.4942	6.0705	5.1492	3.7690	2.7601	2.1572	1.4744	1.0361	0.6616	0.4297	0.1831	0.0575	0.0000
	December
    15, 2022	6.4942	6.0387	5.0493	3.6061	2.5678	1.9583	1.2841	0.8650	0.5205	0.3171	0.1156	0.0260	0.0000
	December
    15, 2023	6.4942	5.9236	4.8620	3.3334	2.2616	1.6519	1.0057	0.6274	0.3384	0.1824	0.0477	0.0035	0.0000
	December
    15, 2024	6.4942	5.8723	4.5540	2.8657	1.7406	1.1471	0.5831	0.3015	0.1234	0.0473	0.0027	0.0000	0.0000
	December
    15, 2025	6.4942	5.8117	4.2965	1.9156	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000


 


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


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


(ii)           
if the Stock Price is greater than $350.00 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 $53.01 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 18.8643 shares of Common Stock,
subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.


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


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



    	68



    	 



    



(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;



	OS0	=	the
                                         number of shares of Common Stock outstanding immediately prior to the open of business
                                         on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend,
                                         distribution, split or combination); and



	OS’	=	the
                                         number of shares of Common Stock outstanding immediately after giving effect to such
                                         dividend, distribution, share split or share combination.



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


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



    	69



    	 



    

 


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;



	OS0	=	the
                                         number of shares of Common Stock outstanding immediately prior to the open of business
                                         on such Ex-Dividend Date;



	X	=	the
                                         total number of shares of Common Stock distributable pursuant to such rights, options
                                         or warrants; and



	Y	=	the
                                         number of shares of Common Stock equal to the aggregate price payable to exercise such
                                         rights, options or warrants, divided by the average of the Last Reported Sale
                                         Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and
                                         including, the Trading Day immediately preceding the date of announcement of the distribution
                                         of such rights, options or warrants.



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


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


(c)           
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the
Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of
the Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected
pursuant to Section 14.04(a) or Section 14.04(b), (ii) except as otherwise provided in Section 14.11, rights issued pursuant to
any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property issued in exchange for, or
upon conversion of, Common Stock in a Share Exchange Event, (iv) dividends or distributions paid exclusively in cash as to which
the provisions set forth in Section 14.04(d) shall apply, and (v) Spin-Offs as to which the provisions set forth below in this
Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights,
options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion
Rate shall be increased based on the following formula:



    	70



    	 



    










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. In the case of any distribution of rights, options
or warrants, to the extent such rights, options or warrants expire unexercised, the Conversion Rate shall be immediately readjusted
to the Conversion Rate that would then be in effect had such unexercised rights, options or warrants not been distributed. Notwithstanding
the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above),
in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at
the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of
Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion
Rate in effect on the Ex-Dividend Date for the distribution.


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



    	71



    	 



    

 


where,


	CR0	=	the
                                         Conversion Rate in effect immediately prior to the end of the Valuation Period;



	CR’	=	the
                                         Conversion Rate in effect immediately after the end of the Valuation Period;



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



	MP0	=	the
                                         average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.



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



    	72



    	 



    



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


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


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


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


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



    	73



    	 



    



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


 


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


 






    	74



    	 



    




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 of such Observation Period.



    	75



    	 



    



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


(f)           
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 subject to applicable
exchange listing rules, the Company from time to time may increase the Conversion Rate by any amount for a period of at least
20 Business Days if the Company determines that such increase would be in the Company’s best interest. In addition, subject
to applicable exchange listing rules, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish
any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution
of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event.


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


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


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



    	76



    	 



    



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


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


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


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


(viii)           
for accrued and unpaid Special Interest, if any.


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


(k)           
If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than
1% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such
adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following:
(i) when all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the
Conversion Date for any Notes (in the case of Physical Settlement), (iii) on each Trading Day of any Observation Period related
to any conversion of Notes (in the case of Cash Settlement or Combination Settlement), (iv) September 15, 2025, (v) on any date
on which the Company delivers a Notice of Redemption and (vi) on the effective date of any Fundamental Change and/or Make-Whole
Fundamental Change, in each case, unless the adjustment has already been made.


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



    	77



    	 



    



(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, if any, for determining the Stock Price for purposes of a Make-Whole
Fundamental Change or a Notice of Redemption), the Company shall, in good faith, make appropriate adjustments (without duplication
in respect of any adjustment made pursuant to Section 14.04) to each to account for any adjustment to the Conversion Rate that
becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration
date, as the case may be, of the event occurs at any time during the period when the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values 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 a change to par value, or from par value
to no par value, or changes resulting from a subdivision or combination),


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


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


(iv)           
any statutory share exchange,



    	78



    	 



    



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


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



    	79



    	 



    



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


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


(c)           
The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07.
None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, 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 Share Exchange Event.


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


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


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


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



    	80



    	 



    



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


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; or


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


then, in each case (unless
notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed
with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible
but in any event at least 10 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken,
the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company
or one of its Subsidiaries, or (ii) the date on which such dissolution, liquidation or winding-up is expected to become effective
or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such dissolution, liquidation or winding-up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, dissolution,
liquidation or winding-up.



    	81



    	 



    



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


Section
14.12. Exchange in Lieu of Conversion. 



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


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



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



    	82



    	 



    



Article
15

Repurchase of Notes at Option of Holders


Section
15.01. [Intentionally Omitted]. 


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



(a)           
Subject to Section 15.02(f), if a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s
option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount
thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or an integral multiple
of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less
than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase
price equal to 100% of the principal amount thereof, plus any accrued and unpaid Special Interest thereon to, but excluding,
the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental
Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date to which
such Special Interest Record Date relates, in which case the Company shall instead pay, on or, at the Company’s election,
before such Special Interest Payment Date, the full amount of any accrued and unpaid Special Interest to Holders of record as
of such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount
of Notes to be repurchased pursuant to this Article 15.


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


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


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


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


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



    	83



    	 



    



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


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


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


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


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



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


(i)           
the events causing the Fundamental Change;


(ii)           
the effective date of the Fundamental Change;


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


(iv)           
the Fundamental Change Repurchase Price;


(v)           
the Fundamental Change Repurchase Date;


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


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



    	84



    	 



    




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


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


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



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



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



    	85



    	 



    



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


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


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


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


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


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



    	86



    	 



    



(b)           
If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed
by the Company) holds money sufficient to pay the Fundamental Change Repurchase Price (and, to the extent not included in the
Fundamental Change Repurchase Price, any accrued and unpaid Special Interest) of the Notes to be repurchased on such Fundamental
Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly
withdrawn, (i) such Notes will cease to be outstanding, (ii) Special Interest, if and to the extent that any such accrued and
unpaid Special Interest exists as of such date, will cease to accrue on such Notes (whether or not book-entry transfer of the
Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights
of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and, to the
extent not included in the Fundamental Change Repurchase Price, any accrued and unpaid Special 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 upon a
Fundamental Change pursuant to this Article 15, the Company will, if required:



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


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



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


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


To the
extent that the provisions of any securities laws or regulations 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 shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under
such provisions of this Indenture by virtue of such conflict.



    	87



    	 



    



Article
16

Optional Redemption


Section
16.01. Optional Redemption. The Notes shall not be redeemable by the Company prior to December 20, 2023. On or after December
20, 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
Notice of Redemption in accordance with Section 16.02.


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 five Business Days prior to the date such Notice of Redemption is to be
sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the
Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Notice of Redemption”)
not less than 25 nor more than 60 Scheduled Trading Days prior to the Redemption Date to each Holder so to be redeemed as a whole
or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of
the Redemption Date to the Trustee and the Paying Agent (if other than the Trustee); provided further that if, in
accordance with the provisions described in Section 14.02(a)(iii), the Company elects through delivery of a Settlement Notice
to settle all conversions of Called Notes with a Conversion Date that occurs on or after the date of issuance of a Notice of Redemption
with respect to the Notes and prior to the related Redemption Date, by Physical Settlement, then the Company may instead elect
to choose a Redemption Date that is a Business Day not less than 15 nor more than 60 calendar days after the date the Company
sends such Notice of Redemption to each Holder so to be redeemed as a whole or in part. The Redemption Date must be a Business
Day, and the Company may not specify a Redemption Date that falls on or after the 21st Scheduled Trading Day immediately preceding
the Maturity Date.


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



(c)           
Each Notice of Redemption shall 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 any
Special Interest thereon, if and to the extent that Special Interest is payable on such Note, shall cease to accrue on and after
the Redemption Date;


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



    	88



    	 



    



(v)           
that Holders of Called Notes 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 its Called Notes 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 Notice
of Redemption shall be irrevocable.


(d)           
If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes
to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer than
all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the
Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis
or by another method the Trustee considers to be appropriate and fair. If any Note selected for partial redemption is submitted
for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be
possible) to be the portion selected for redemption, subject, in the case of Notes represented by a Global Note, to the Depositary’s
applicable procedures.


Section
16.03. Payment of Notes Called for Redemption.



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


(b)           
Prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the
Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section
7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption
Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for
the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment
and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.



    	89



    	 



    



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 overnight courier or by being deposited postage prepaid by registered or certified mail
in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Uber Technologies, Inc.,
1455 Market Street, Suite 400, Attention: [Nelson Chai]. Any notice, direction, request or demand hereunder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid
by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in
PDF format to an email address specified by the Trustee.


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.
Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any
event (including any Fundamental Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary
or its designee, including by electronic mail in accordance with the Depositary’s applicable procedures.



    	90



    	 



    



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


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


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


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


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


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



    	91



    	 



    



Each Officer’s
Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee
with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08, Section
7.02(h) and Section 8.04) 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 and that all conditions precedent to such action have been complied with; provided that no Opinion of
Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this
Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to
the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule
144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives
an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on
an Officer’s Certificate or certificates of public officials.


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


Section
17.06. Legal Holidays. In any case where any Special Interest Payment Date, any Fundamental Change Repurchase Date, any
Redemption Date or the Maturity Date is not a Business Day or is a day on which financial institutions located in the state in
which the Corporate Trust Office is located are authorized or required by law or executive order to close or be closed, 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 that is not
a day on which financial institutions located in the state in which the Corporate Trust Office is located are authorized or required
by law or executive order to close or be closed with the same force and effect as if taken on such date, and no Special Interest,
if and to the extent any Special Interest is otherwise payable on such date, 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.



    	92



    	 



    



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 all or substantially all of the corporate trust business of any authenticating agent,
shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible
under this Section 17.10, without the execution or filing of any paper or any further act on the part of the parties hereto or
the authenticating agent or such successor corporation or other entity.


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


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


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


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


__________________________,

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

in the within-named Indenture.


By: ____________________

Authorized Officer



    	93



    	 



    

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


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, pandemics, epidemics, quarantine restrictions, recognized
public emergencies, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall
use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.


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



    	94



    	 



    



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.


Section
17.17. Electronic Signatures. All notices, approvals, consents, requests and any communications hereunder must be in writing
(provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by
way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by
the authorized representative), in English). The Company agrees to assume all risks arising out of the use of using digital signatures
and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


 


[Remainder
of page intentionally left blank]




    	95



    	 



    

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





	 	UBER TECHNOLOGIES, INC.
	 	By:	/s/ Nelson Chai
	 	Name:   	Nelson Chai
	 	Title:	Chief Financial Officer
	 	 	 
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	By:	/s/ Alison D.B. Nadeau
	 	Name:   	Alison D.B. Nadeau
	 	Title:	Vice President



 


 


[Signature Page to Indenture]




    	 



    	 



    

EXHIBIT
A


[FORM
OF FACE OF NOTE]


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


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


[INCLUDE
FOLLOWING LEGEND IF A RESTRICTED SECURITY]


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


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


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


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


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



    	A-1



    	 



    



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


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


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




    	A-2



    	 



    

Uber Technologies,
Inc.



0% Convertible Senior Note due 2025


No. RA-[_____]                                                                                        [Initially]1
$[_____________]


CUSIP No. 90353T AH32


Uber Technologies,
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.]3
[_______]4, or registered assigns, the principal
sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]5
[of $[_______]]6, which amount, taken
together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $1,150,000,000
in aggregate at any time, in accordance with the rules and applicable procedures of the Depositary, on December 15, 2025, and
Special Interest, if any, thereon as set forth below.


This Note
shall not bear regular interest, and the principal amount of this Note shall not accrete. Any Special Interest is payable semi-annually
in arrears on each June 15 and December 15, commencing on June 15, 2021 (if any Special Interest is then payable), to Holders
of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively.
Any Special Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned
Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to refer solely to Special Interest
if, in such context, Special Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or
Section 6.03, or to any such interest payable on any Defaulted Amounts payable as set forth in Section 2.03(c) of the within-mentioned
Indenture, and any express mention of the payment of Special Interest in any provision therein shall not be construed as excluding
Special Interest in those provisions thereof where such express mention is not made.


Any Defaulted
Amounts shall not accrue interest unless Special Interest was payable on the required payment date, in which case such payments
shall accrue interest per annum at the then-applicable Special Interest rate, subject to the enforceability thereof under applicable
law, from, and including, such relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been
paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture.


 










 



1
Include if a global note.


2
This Note will be deemed to be identified by CUSIP No. 90353T AJ9 from and after such
time when (i) the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee
of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note and
(ii) this Note is identified by such CUSIP number in accordance with the applicable procedures of the Depositary.


3
Include if a global note.


4
Include if a physical note.


5
Include if a global note.


6
Include if a physical note.




    	A-3



    	 



    



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


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


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


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


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


[Remainder
of page intentionally left blank]




    	A-4



    	 



    

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


	 	UBER
    TECHNOLOGIES, 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]


Uber Technologies,
Inc.

0% Convertible Senior Note due 2025


This Note
is one of a duly authorized issue of Notes of the Company, designated as its 0% Convertible Senior Notes due 2025 (the “Notes”),
initially limited to the aggregate principal amount of $1,150,000,000, all issued or to be issued under and pursuant to an Indenture
dated as of December 11, 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 any Special 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 or shares of Common
Stock, as the case may be, herein prescribed.



    	A-6



    	 



    



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


The Notes
shall be redeemable at the Company’s option on or after December 20, 2023 in accordance with the terms and subject to the
conditions specified in the Indenture. No sinking fund is provided for the Notes.


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


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




    	A-7



    	 



    

ABBREVIATIONS


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


TEN COM = as tenants in common            


 


UNIF GIFT MIN ACT = Uniform Gifts
to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties            




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





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






    	A-8



    	 



    

SCHEDULE
A7


SCHEDULE
OF EXCHANGES OF NOTES



Uber Technologies, Inc.

0% Convertible Senior 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

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 





 



7 Include
if a global note.



    	A-9



    	 



    








ATTACHMENT
1


[FORM
OF NOTICE OF CONVERSION]


	To: 	 U.S. Bank National Association
	 	1 Federal Street
	 	Boston, Ma 02110
	 	Attention: Alison D.B. Nadeau







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





	Dated:   _____________________            	________________________________
	 	 
	 	________________________________


Signature(s)





 





___________________________


Signature Guarantee


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.



    	1



    	 



    




Fill in for registration of
shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


_________________________


(Name)


_________________________


(Street Address)


_________________________


(City, State and Zip Code)


Please print name and address


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


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


_________________________


Social Security or Other
Taxpayer

Identification Number






    	2



    	 



    

ATTACHMENT
2


[FORM
OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


	To: 	U.S. Bank National Association
	 	1 Federal Street
	 	Boston, Ma 02110
	 	Attention: Alison D.B. Nadeau







The undersigned
registered owner of this Note hereby acknowledges receipt of a notice from Uber Technologies, 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 Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, accrued and unpaid
Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but
not defined shall have the meanings ascribed to such terms in the Indenture.


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


Dated:   _____________________


________________________________


Signature(s)





_________________________


Social Security or Other
Taxpayer

Identification Number


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


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




    	1



    	 



    

ATTACHMENT
3


[FORM
OF ASSIGNMENT AND TRANSFER]


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


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


□            To Uber Technologies,
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.




    	1



    	 



    

Dated: ________________________


_____________________________________


_____________________________________


Signature(s)


_____________________________________


Signature Guarantee


Signature(s) must be guaranteed
by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


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



    	2