Exhibit 4.1


 





 



AEROJET ROCKETDYNE HOLDINGS, INC.







AND







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







as Trustee







INDENTURE







Dated as of December 14, 2016


2.25% Convertible Senior Notes due
2023


 



 




    	 



    	 



    

TABLE OF CONTENTS


 



Page




	Article 1

                                                                                Definitions

	Section 1.01.  Definitions	1
	Section 1.02.  References to Interest	12
	Article 2

                                                                                Issue, Description, Execution, Registration and Exchange of Notes

	Section 2.01.  Designation and Amount	13
	Section 2.02.  Form of Notes	13
	Section 2.03.  Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	Section 2.04.  Execution, Authentication and Delivery of Notes	15
	Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	15
	Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes	21
	Section 2.07.  Temporary Notes	22
	Section 2.08.  Cancellation of Notes Paid, Converted, Etc	22
	Section 2.09.  CUSIP Numbers	23
	Section 2.10.  Additional Notes; Repurchases	23
	Article 3

                                                                                Satisfaction and Discharge

	Section 3.01.  Satisfaction and Discharge	23
	Article 4

                                                                                Particular Covenants of the Company

	Section 4.01.  Payment of Principal and Interest	24
	Section 4.02.  Maintenance of Office or Agency	24
	Section 4.03.  Appointments to Fill Vacancies in Trustee’s Office	25
	Section 4.04.  Provisions as to Paying Agent	25
	Section 4.05.  Existence	26
	Section 4.06.  Rule 144A Information Requirement and Annual Reports	26
	Section 4.07.  Stay, Extension and Usury Laws	28
	Section 4.08.  Compliance Certificate; Statements as to Defaults	28
	Section 4.09.  Further Instruments and Acts	28



 



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	Article 5

                                                                                Lists of Holders and Reports by the Company and the Trustee

	Section 5.01.  Lists of Holders	28
	Section 5.02.  Preservation and Disclosure of Lists	29
	Article 6

                                                                                Defaults and Remedies

	Section 6.01.  Events of Default	29
	Section 6.02.  Acceleration; Rescission and Annulment	30
	Section 6.03.  Additional Interest	31
	Section 6.04.  Payments of Notes on Default; Suit Therefor	32
	Section 6.05.  Application of Monies Collected by Trustee	33
	Section 6.06.  Proceedings by Holders	34
	Section 6.07.  Proceedings by Trustee	35
	Section 6.08.  Remedies Cumulative and Continuing	35
	Section 6.09.  Direction of Proceedings and Waiver of Defaults by Majority of Holders	35
	Section 6.10.  Notice of Defaults	36
	Section 6.11.  Undertaking to Pay Costs	36
	Article 7

                                                                                Concerning the Trustee

	Section 7.01.  Duties and Responsibilities of Trustee	37
	Section 7.02.  Reliance on Documents, Opinions, Etc	38
	Section 7.03.  No Responsibility for Recitals, Etc	39
	Section 7.04.  Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	39
	Section 7.05.  Monies and Shares of Common Stock to Be Held in Trust	40
	Section 7.06.  Compensation and Expenses of Trustee	40
	Section 7.07.  Officers’ Certificate as Evidence	41
	Section 7.08.  Eligibility of Trustee	41
	Section 7.09.  Resignation or Removal of Trustee	41
	Section 7.10.  Acceptance by Successor Trustee	42
	Section 7.11.  Succession by Merger, Etc	43
	Section 7.12.  Trustee’s Application for Instructions from the Company	43
	Article 8

                                                                                Concerning the Holders

	Section 8.01.  Action by Holders	44
	Section 8.02.  Proof of Execution by Holders	44
	Section 8.03.  Who Are Deemed Absolute Owners	44
	Section 8.04.  Company-Owned Notes Disregarded	45
	Section 8.05.  Revocation of Consents; Future Holders Bound	45



 



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	Article 9

                                                                                Holders’ Meetings

	Section 9.01.  Purpose of Meetings	45
	Section 9.02.  Call of Meetings by Trustee	46
	Section 9.03.  Call of Meetings by Company or Holders	46
	Section 9.04.  Qualifications for Voting	46
	Section 9.05.  Regulations	46
	Section 9.06.  Voting	47
	Section 9.07.  No Delay of Rights by Meeting	47
	Article 10

                                                                                Supplemental Indentures

	Section 10.01.  Supplemental Indentures Without Consent of Holders	47
	Section 10.02.  Supplemental Indentures with Consent of Holders	48
	Section 10.03.  Effect of Supplemental Indentures	49
	Section 10.04.  Notation on Notes	49
	Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	50
	Article 11

                                                                                Consolidation, Merger, Sale, Conveyance and Lease

	Section 11.01.  Company May Consolidate, Etc. on Certain Terms	50
	Section 11.02.  Successor Corporation to Be Substituted	50
	Section 11.03.  Opinion of Counsel to Be Given to Trustee	51
	Article 12 Immunity of Incorporators, Stockholders, Officers and Directors
	Section 12.01.  Indenture and Notes Solely Corporate Obligations	51
	Article 13

                                                                                [Intentionally Omitted]

	Article 14

                                                                                Conversion of Notes

	Section 14.01.  Conversion Privilege	52
	Section 14.02.  Conversion Procedure; Settlement Upon Conversion.	54
	Section 14.03.  Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes	58
	Section 14.04.  Adjustment of Conversion Rate	61
	Section 14.05. Adjustments of Prices	69
	Section 14.06.  Shares to Be Fully Paid	70
	Section 14.07.  Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	70



 



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	Section 14.08.  Certain Covenants	72
	Section 14.09.  Responsibility of Trustee	72
	Section 14.10.  Notice to Holders Prior to Certain Actions	73
	Section 14.11.  Stockholder Rights Plans	73
	Article 15

                                                                                Repurchase of Notes at Option of Holders

	Section 15.01.  Intentionally Omitted.	73
	Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change	74
	Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice	76
	Section 15.04.  Deposit of Fundamental Change Repurchase Price	77
	Section 15.05.  Covenant to Comply with Applicable Laws Upon Repurchase of Notes	77
	Article 16

                                                                                Optional Redemption

	Section 16.01.  Optional Redemption	78
	Section 16.02.  Notice of Optional Redemption; Selection of Notes	78
	Section 16.03.  Payment of Notes Called for Redemption	79
	Section 16.04.  Restrictions on Redemption	79
	Article 17

                                                                                Miscellaneous Provisions

	Section 17.01.  Provisions Binding on Company’s Successors	80
	Section 17.02.  Official Acts by Successor Corporation	80
	Section 17.03.  Addresses for Notices, Etc	80
	Section 17.04.  Governing Law; Jurisdiction	81
	Section 17.05.  Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	81
	Section 17.06.  Legal Holidays	82
	Section 17.07.  No Security Interest Created	82
	Section 17.08.  Benefits of Indenture	82
	Section 17.09.  Table of Contents, Headings, Etc	82
	Section 17.10.  Authenticating Agent	82
	Section 17.11.  Execution in Counterparts	83
	Section 17.12.  Severability	83
	Section 17.13.  Waiver of Jury Trial	84
	Section 17.14.  Force Majeure	84
	Section 17.15.  Calculations	84
	Section 17.16.  USA PATRIOT Act	84
	Section 17.17.  Foreign Account Tax Compliance Act (FATCA)	84


 


EXHIBIT


 








	Exhibit A       Form of Note	A-1







 





 




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INDENTURE dated as of December 14, 2016
between AEROJET ROCKETDYNE HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set
forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 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 2.25% Convertible Senior Notes due 2023 (the “Notes”), initially
in an aggregate principal amount not to exceed $300,000,000, 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 Interest”
means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable.


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


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


“Applicable Law” shall
have the meaning specified in Section 17.17.


“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.


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


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


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


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


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


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


“Code” shall have
the meaning specified in Section 17.17.



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


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


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


“Common Stock” means
the common stock of the Company, par value $0.10 per share, at the date of this Indenture, subject to Section 14.07.


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


“Company Order” means
a written order of the Company, signed by (a) the Company’s Chief Executive Officer, President, Executive or Senior Vice
President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title
“Vice President”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s
Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.


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


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


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


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


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


“Corporate Trust Office”
means the 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 400 South Hope Street, Suite 500, Los Angeles, CA 90071, Attention: Corporate Trust Administration,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time
by notice to the Holders and the Company).


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


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the Observation Period, one-fortieth (1/40th) of the product of (a) the
Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.



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


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


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


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


“Daily VWAP” means,
for each of the 40 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price
as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AJRD <equity> AQR” (or its equivalent
successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market
value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally
recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall
be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


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


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


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


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


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


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


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



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


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


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


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


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


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


(a)       except
as described in clause (b) below, an event or series of events by which any “person” or “group” (as such
terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “Option Right”)), directly or indirectly, of Common Equity representing
forty-five percent (45%) or more of the aggregate ordinary voting power in the election of the board of directors of the Company
represented by the Company’s issued and outstanding Common Equity on a fully-diluted basis (and taking into account all such
securities that such “person” or “group” has the right to acquire pursuant to any Option Right);


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



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


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


provided, however, that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be
received by the common stockholders of the Company, excluding cash payments for fractional shares, 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 (subject to the provisions of Section
14.02(a)). If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion
of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change
or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the
effective date of such transaction) references to the Company in this definition shall instead be references to such other entity.


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


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


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


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


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


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


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



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“Interest Payment Date”
means each June 15 and December 15 of each year, beginning on June 15, 2017.


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


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


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


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


“Maturity Date” means
December 15, 2023.


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


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


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


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


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



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“Observation Period”
with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to September 15, 2023
and the Company has not issued a Redemption Notice with respect to the Notes pursuant to Section 16.02, the 40 consecutive Trading
Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant
Conversion Date occurs on or after the date of the Company’s issuance of a Redemption Notice with respect to the Notes pursuant
to Section 16.02 and prior to the relevant Redemption Date (even if the relevant Conversion Date occurs on or after September 15,
2023), the 40 consecutive Trading Days beginning on, and including, the 42nd Scheduled Trading Day immediately preceding such Redemption
Date; and (iii) if the relevant Conversion Date occurs on or after September 15, 2023 and the Company has not issued a Redemption
Notice with respect to the Notes pursuant to Section 16.02, the 40 consecutive Trading Days beginning on, and including, the 42nd
Scheduled Trading Day immediately preceding the Maturity Date.


“Offering Memorandum”
means the preliminary offering memorandum dated December 7, 2016, as supplemented by the related pricing term sheet dated December
8, 2016, relating to the offering and sale of the Notes.


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


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


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


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


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


“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;



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


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


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


(e)       Notes
redeemed pursuant to Article 16; and


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


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


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


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


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


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


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


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


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



    9


     


    




“Redemption Price”
means, for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such Notes, plus accrued
and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date
but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date
will be paid to Holders of record of such Notes on such Regular 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).


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


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


“Trading Day” means
a day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally
occurs on The 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 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 the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally
recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination
date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate.



    11


     


    




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


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


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


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


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


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


“Wholly Owned Subsidiary”
means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference
to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.


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



    12


     


    



Article
2

Issue, Description, Execution, Registration and Exchange of Notes


Section 2.01. Designation and Amount.
The Notes shall be designated as the “2.25% Convertible Senior Notes due 2023.” The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is initially limited to $300,000,000, 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.


Any Global Note may be endorsed with
or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture
as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may
be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Notes are subject.


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


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


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



    13


     


    




(b)           
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business
on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such
Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or
agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall
initially be the office or agency of the Trustee in the Borough of Manhattan, the City of New York and (y) in the case of any Global
Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company
shall pay interest (i) on any Physical Notes by wire transfer in immediately available funds to that Holder’s account within
the United States or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or
its nominee.


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


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


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



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


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


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


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


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


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



    15


     


    




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


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


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


None of the Company, the Trustee, the
Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (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. The transfer and
exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through
the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer
set forth herein) and the procedures of the Depositary therefor.


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



    16


     


    




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


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


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


(2)       AGREES
FOR THE BENEFIT OF AEROJET ROCKETDYNE HOLDINGS, 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



    17


     


    




(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 legend required by this Section 2.05(c)
and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct
the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii)
of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global
Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this Section
2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly
notify the Trustee upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement,
if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the
Securities Act.


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



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


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


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


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


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



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


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


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


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


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


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



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


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


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


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



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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.


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



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Section 2.09. CUSIP Numbers. The
Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice
may state that no representation is made 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 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 price and interest
accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any
such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional
Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the
Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion
of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition,
the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to
the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private
or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives.
The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives)
to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered
outstanding under this Indenture upon their repurchase.


Article
3

Satisfaction and Discharge


Section 3.01. Satisfaction and Discharge.
This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when (a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and
which have been replaced, paid or converted as provided in Section 2.06) have been
delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable,
after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase
Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy
the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under
this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 7.05 shall survive.



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Article
4

Particular Covenants of the Company


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


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


The Company may also from time to time
designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New
York, 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 the office or agency of the Trustee in
the Borough of Manhattan, The City of New York, 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.



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


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


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


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


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


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


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



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


(d)           
Any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of,
accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after
such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration
due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’
Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares
of Common Stock remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money and shares of Common Stock then remaining will be repaid or delivered to
the Company.


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


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


(b)           
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies
of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company
files with the Commission via the Commission’s EDGAR 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.



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


(d)           
If, at any time during the six-month period beginning on, and including, the date that is six months after the last date
of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods
thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders
other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months
immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes),
the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes 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). As used in this Section 4.06(d), documents or reports that the Company is required to “file” with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.


(e)           
If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes
are assigned a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without
restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after the last date
of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of
the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section
2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than
the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).


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


(g)           
The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and
not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03.


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



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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, 2016) an Officers’ Certificate stating whether the signers
thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed
under this Indenture and, if so, specifying each such failure and the nature thereof.


In addition, the Company shall deliver
to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an
Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company
is taking or proposing to take in respect thereof.


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, 2017, and at such other times as the Trustee may request
in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except
that no such list need be furnished so long as the Trustee is acting as Note Registrar.



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Section 5.02. Preservation and Disclosure
of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and
addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee
in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.


Article
6

Defaults and Remedies


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


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


(b)           
default in the payment of principal of any Note when due and payable on the Maturity Date, upon 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;


(d)           
failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c),
notice of a Make-Whole Fundamental Change in accordance with Section 14.03(b) or notice of a Share Exchange Event in accordance
with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due;


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


(f)           
failure by the Company for 60 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 Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of
$25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or
(ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise;


(h)           
a final judgment or judgments for the payment of $5,000,000 (or its foreign currency equivalent) (or, with respect to any
legal judgments rendered under French law against Snappon SA, $10,000,000 (or its foreign currency equivalent) or with respect
to any legal judgments rendered under French law against GDX Automotive SAS, $25,000,000 (or its foreign currency equivalent))
or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company,
which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal
thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;



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


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


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



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The immediately preceding paragraph,
however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest
upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest
on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable
law, and on such principal at the rate borne by the Notes at such time, plus one percent) and amounts due to the Trustee
pursuant to Section 7.05, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction
and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued
and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant
to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all
Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall
impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment
shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes,
(ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration
due upon conversion of the Notes.


Section 6.03. Additional Interest.
Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall
after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at
a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period on
which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs.
Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable
pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest shall be payable in the same
manner and on the same dates as the stated interest payable on the Notes. On the 61st day after such Event of Default (if the Event
of Default relating to the Company’s failure to file is not cured or waived prior to such 61st day), the Notes shall be immediately
subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of
Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations
as set forth in ‎ Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of
Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest
when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.


In order to elect to pay Additional Interest
as the sole remedy during the first 60 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 60-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided
in Section 6.02.



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Section 6.04. Payments of Notes on
Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and
payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate
borne by the Notes at such time, plus one percent, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 7.05. If the Company shall fail to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company
or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon the Notes, wherever situated.


In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid
interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers
or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors,
or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and
to distribute the same after the deduction of any amounts due to the Trustee under Section 7.05; and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders
to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances
and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.05, incurred
by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes
may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.



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


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


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


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


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


First, to the payment of all amounts
due the Trustee under Section 7.05;


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



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


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


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


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


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


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


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


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


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



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


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


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


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



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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 written
notice, deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured
or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal
of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest
on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected
in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.


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



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Article
7

Concerning the Trustee


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


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


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


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


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


(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;



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


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


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


(g)           
Subject to Section 7.05 hereof, in the absence of written investment direction from the Company, all cash received by the
Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection
of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment
prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of
the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to
invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and


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


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


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


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


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



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(c)           
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;


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


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


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


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


(h)           
the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless written
notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any
Holder of the Notes.


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.



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


Section 7.06. Compensation and Expenses
of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company,
and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably
incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including
the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct.
The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction
entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss,
claim, damage, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the
Trustee), incurred without gross negligence or willful misconduct on the part of the Trustee or such agent or authenticating agent,
as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any other
capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company,
or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,
or in connection with enforcing the provisions of this Section 7.07. The obligations of the Company under this Section 7.05 to
compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured
by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except,
subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s
right to receive payment of any amounts due under this Section 7.05 shall not be subordinate to any other liability or indebtedness
of the Company pursuant to this Indenture. The obligation of the Company under this Section 7.05 shall survive the satisfaction
and discharge of this Indenture and the earlier resignation or removal or 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 7.05 shall
extend to the officers, directors, agents and employees of the Trustee.


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



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


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


Section 7.09. Resignation or Removal
of Trustee. (a) The Trustee may at any time resign by giving 30 days’ written notice of such resignation to the Company
and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed
and have accepted appointment within 60 days after the giving of such notice of resignation to the Holders, the resigning Trustee
may, upon 10 Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction for the appointment
of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the
date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.


(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,



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


(c)           
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance
with Section 8.04, may at any time, upon 30 days’ written notice to the Trustee and the Company, 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 7.05, 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
7.05.


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



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


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


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


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



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Article
8

Concerning the Holders


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


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


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



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


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


Article
9

Holders’ Meetings


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


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


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


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



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


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


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


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


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


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


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



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


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


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


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


Article
10

Supplemental Indentures


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


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



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


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


(d)           
to secure the Notes;


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


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


(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; or


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


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


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


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


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


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


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


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



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(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 and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


Section 10.04. Notation on Notes.
Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article
10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s
expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the
Trustee pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.



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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 Officers’ 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.


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


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


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


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


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


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



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


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


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


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



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Article
13

[Intentionally Omitted]


Article
14

Conversion of Notes


Section 14.01. Conversion Privilege.
(a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such
Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to
the close of business on the Business Day immediately preceding September 15, 2023 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, 2023
and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion
rate of 38.4615 shares of Common Stock (subject to adjustment as provided in this Article
14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with,
the settlement provisions of Section 14.02, the “Conversion Obligation”).


(b)           
(i) Prior to the close of business on the Business Day immediately preceding September 15, 2023, a Holder may surrender
all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,
as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement
Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion
Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection
(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation
Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant
to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than
the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has
requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid
Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless
a Holder 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 instruct the Bid Solicitation Agent
to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if
the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination,
or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided
in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less
than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such
failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and
the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met,
the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale
Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee
and the Conversion Agent (if other than the Trustee).



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(ii)                 
If, prior to the close of business on the Business Day immediately preceding September 15, 2023, the Company elects to:


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


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


then, in either case, the Company shall notify all Holders
of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the
Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion
of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding
the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution
will not take place, in each case, even if the Notes are not otherwise convertible at such time.


(iii)                 
If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close
of business on the Business Day immediately preceding September 15, 2023, regardless of whether a Holder has the right to require
the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event that occurs
prior to the close of business on the Business Day immediately preceding September 15, 2023, in each case, pursuant to which the
Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered
for conversion at any time from or after the date that is 50 Scheduled Trading Days prior to the anticipated effective date of
the transaction (or, if later, the earlier of (x) the Business Day after the Company gives notice of such transaction and (y) the
actual effective date of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such
transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify
Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) as promptly as practicable following the date the
Company publicly announces such transaction but in no event less than 50 Scheduled Trading Days prior to the anticipated effective
date of such transaction or (y) if the Company does not have knowledge of such transaction at least 50 Scheduled Trading Days prior
to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice,
or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction.



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(iv)                 
Prior to the close of business on the Business Day immediately preceding September 15, 2023, 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, 2017 (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 the last Trading Day of the
immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2017 whether the Notes may be
surrendered for conversion in accordance with this clause (iv) and shall notify the Conversion Agent and the Trustee if the Notes
become convertible in accordance with this clause (iv).


(v)                 
If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the
Business Day immediately preceding September 15, 2023, then a Holder may surrender all or any portion of its Notes for conversion
at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the Notes are not
otherwise convertible at such time. After that time, the right to convert shall expire, unless the Company defaults in the payment
of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price has been paid or duly
provided for.


Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


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



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(i)                 
All conversions for which the relevant Conversion Date occurs on or after September 15, 2023, and all conversion for which
the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes prior to
the related Redemption Date, shall be settled using the same Settlement Method.


(ii)                 
Except for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption
Notice with respect to the Notes but prior to the related Redemption Date, and on or after September 15, 2023, 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 one of the periods described in the third immediately succeeding set of parentheses,
as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement
Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver
such Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant
Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs (x) after the date of issuance
of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, in such Redemption Notice or (y) on
or after September 15, 2023, no later than September 15, 2023). If the Company does not elect a Settlement Method prior to the
deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or
Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation,
and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify
the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate
the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination
Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount
of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.


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


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



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


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


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


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



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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 third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement,
or on the third 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 certificate form or in book-entry format, in satisfaction of the Company’s
Conversion Obligation.


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


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



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


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


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


Section 14.03. Increased Conversion
Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If the Effective Date of
a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such
Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the
Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”),
as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change
Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso
in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental
Change) (such period, the “Make-Whole Fundamental Change Period”).



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(b)           
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii),
the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination
Settlement in accordance with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental
Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental
Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change,
the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an
amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional
Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the
third Business Day following the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole
Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective
Date.


(c)           
The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference
to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective
Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock
in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in
a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash
amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over
the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole
Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination,
to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion
Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or expiration date of the event occurs
during such five consecutive Trading Day period.


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



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


	 	 	Stock Price
	Effective Date	$19.01 	$22.50 	$26.00 	$30.00 	$35.00 	$39.00 	$50.00 	$75.00 	$100.00 	$125.00 	$150.00 	$175.00 
	December 14, 2016	14.1423	9.8833	7.3045	5.3692	3.8279	2.9895	1.7443	0.7634	0.4367	0.2695	0.1685	0.1029
	December 15, 2017	14.1423	9.6665	6.9528	4.9469	3.3875	2.5945	1.4028	0.5859	0.3381	0.2104	0.1315	0.0796
	December 15, 2018	14.1423	9.4254	6.5431	4.4398	2.8529	2.0386	0.9962	0.3950	0.2323	0.1466	0.0918	0.0548
	December 15, 2019	14.1423	9.1722	6.0690	3.8109	2.1483	1.3903	0.5029	0.1954	0.1206	0.0773	0.0486	0.0285
	December 15, 2020	14.1423	8.9560	5.6881	3.2336	1.2116	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	December 15, 2021	14.1423	8.4950	5.1588	2.8135	1.0213	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	December 15, 2022	14.1423	7.5097	4.0089	1.8975	0.6051	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	December 15, 2023	14.1423	5.9829	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


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


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


(ii)                 
if the Stock Price is greater than $175.00 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 $19.01 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 52.6038 shares of Common Stock, subject to adjustment in
the same manner as the Conversion Rate pursuant to Section 14.04.


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



    60


     


    




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


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


 


where,


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




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


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



    61


     


    







where,


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







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


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


(c)           
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common
Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 14.04(a)
or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d)
shall apply, and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares
of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or
other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following
formula:



    62


     


    







where,


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







 Any increase made under the portion
of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such
distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that
would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined
above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder
of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders
of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received
if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the
distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of
this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider
the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


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



    63


     


    







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, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser
number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the
Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable,
for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references
to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day. If
the Ex-Dividend Date of the Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation
Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph and
this paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading
Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such
Observation Period.



    64


     


    




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).



    65


     


    




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





where,


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







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


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



    66


     


    







where,


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



    67


     


    




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


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


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


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


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



    68


     


    




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


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


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


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


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


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


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


Section 14.05. Adjustments of Prices.
Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the
period for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall make appropriate
adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment
to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs,
at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement
Amounts are to be calculated.



    69


     


    




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


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


(a)           
In the case of:


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


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


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


(iv)               
any statutory share exchange,


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 purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture
permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided,
however, that at and after the effective time of the Share Exchange Event (A) the Company shall continue to have the right
to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with
Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue
to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of
the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder
of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the Daily VWAP
shall be calculated based on the value of a unit of Reference Property.



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If the 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 (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock
that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, 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 third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee
and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is
made.


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


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


(c)           
The Company shall not become a party to any 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.



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(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.


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 Officers’ Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion
Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes
eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent
the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which
notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee
and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in
Section 14.01(b).



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


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


(b)           
Share Exchange Event; or


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


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


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


Article
15

Repurchase of Notes at Option of Holders


Section 15.01. [Intentionally
Omitted.]



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


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


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


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





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


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


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


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


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








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


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


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


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


(iv)               
the Fundamental Change Repurchase Price;


(v)                
the Fundamental Change Repurchase Date;


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


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


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


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



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


At the Company’s request, delivered
at least three Business Days prior to the date such notice is to be given (unless a shorter period shall be satisfactory to the
Trustee), the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however,
that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


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


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


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


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


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


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



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


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


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


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


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


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


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


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



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Article
16

Optional Redemption


Section 16.01. Optional Redemption.
No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to December 21, 2020. On or after
December 21, 2020, the Company may redeem (an “Optional Redemption”) for cash all or part of the Notes, at the
Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 150% of the Conversion Price then in effect
for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last trading
day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the
Redemption Notice in accordance with Section 16.02.


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 55 Scheduled Trading Days prior to the Redemption Date
(or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company,
shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less
than 45 nor more than 60 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole
or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of
the Redemption Date to the Trustee. The Redemption Date must be a Business Day.


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


(c)           
Each Redemption Notice shall specify:


(i)                 
the Redemption Date;


(ii)                 
the Redemption Price;


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


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


(v)                
that Holders 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;



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


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


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


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


A Redemption Notice shall be irrevocable.


(d)           
If fewer than all of the outstanding Notes are to be redeemed, the Notes or portions thereof of a Global Note to be redeemed
shall be selected (in principal amounts of $1,000 or multiples thereof) in accordance with the applicable procedures of the Depositary
(or, if the Notes are held in certificated form, by another method the Trustee considers to be fair and appropriate). If any Note
selected for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted for
conversion shall be deemed (so far as may be possible) to be the portion selected for redemption.


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


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


Section 16.04. 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).



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Article
17

Miscellaneous Provisions


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


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


Section 17.03. Addresses for Notices,
Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by
being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is
filed by the Company with the Trustee) to Aerojet Rocketdyne Holdings, Inc., 222 N. Sepulveda Blvd., Suite 500, El Segundo, California
90245 Attention: General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or
certified mail in a post office letter box addressed to the Corporate Trust Office.


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


Any notice or communication delivered
or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as
it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication
delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the
Depositary and shall be sufficiently given to it if so delivered within the time prescribed.


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.



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


Section 17.04. Governing Law; Jurisdiction.
THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF).


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


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


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



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


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


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


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


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


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


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



    82


     


    




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


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


The Company agrees to pay to the authenticating
agent from time to time 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 7.06, 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 Signatory


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


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



    83


     


    




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


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


Section 17.15. Calculations. Except
as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily
Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of the Notes. None
of the Trustee, the Conversion Agent, the Note Registrar or the Paying Agent (if other than the Company) shall have any responsibility
for making such calculations nor for monitoring the trading price of the Common Stock. The Company shall make all these calculations
in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The
Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and
Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification.
The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost
and expense of the Company.


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


Section 17.17. Foreign Account Tax
Compliance Act (FATCA). The Company agrees (i) to provide the Trustee with such reasonable information as it has in its
possession to enable the Trustee to determine whether any payments pursuant to the Indenture are subject to the withholding requirements
described in Section 1471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant
to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“Applicable
Law”), and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture
to the extent necessary to comply with Applicable Law, for which the Trustee shall not have any liability.



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


	AEROJET ROCKETDYNE HOLDINGS, INC.
	By:	/s/ Paul R. Lundstrom
	 	Name: Paul R. Lundstrom
	 	Title: Vice President and Chief Financial Officer



 


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:	/s/ Valere Boyd
	 	Name: Valere Boyd
	 	Title: Vice President








 


 






    	85



     


    

 


 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 AEROJET ROCKETDYNE HOLDINGS, 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


     


    

AEROJET ROCKETDYNE HOLDINGS, INC.



2.25% Convertible Senior Note due 2023





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













Aerojet Rocketdyne Holdings, Inc., a
corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which
term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to [CEDE & CO.]2
[_______]3, or registered assigns,
the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of $[_______]]5, which amount, taken
together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $300,000,000
in aggregate at any time, in accordance with the rules and procedures of the Depositary, on December 15, 2023, and interest thereon
as set forth below.


This Note shall bear interest at the
rate of 2.25% per year from December 14, 2016, or from the most recent date to which interest had been paid or provided for to,
but excluding, the next scheduled Interest Payment Date until December 15, 2023. Interest is payable semi-annually in arrears on
each June 15 and December 15, commencing on June 15, 2017, 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. Additional Interest will be payable as set forth in
Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect
of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be
payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional
Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such
express mention is not made.


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


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


 






[1]
Include if a global note.


[2]
Include if a global note.


[3]
Include if a physical note.


[4]
Include if a global note.


[5]
Include if a physical note.


 



    A-3


     


    




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


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


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


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


[Remainder of page intentionally left
blank]




    A-4


     


    

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





	AEROJET ROCKETDYNE HOLDINGS, INC.
	By:	 
	 	Name:
	 	Title:








 




    A-5


     


    

Dated:


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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

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

in the within-named Indenture.


By:_______________________________

Authorized Signatory




    A-6


     


    

[FORM OF REVERSE OF NOTE]


AEROJET ROCKETDYNE HOLDINGS, INC.

2.25% Convertible Senior Note due 2023


This Note is one of a duly authorized
issue of Notes of the Company, designated as its 2.25% Convertible Senior Notes due 2023 (the “Notes”), limited
to the aggregate principal amount of $300,000,000, all issued or to be issued under and pursuant to an Indenture dated as of December
14, 2016 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


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


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


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


Each Holder shall have the right to receive
payment or delivery, as the case may be, of (x) the principal (including the 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-7


     


    




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 21, 2020 in accordance with the terms and subject to the conditions specified in the
Indenture.


Upon the occurrence of a Fundamental
Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) 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 Business 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-8


     


    

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-9


     


    

SCHEDULE A


SCHEDULE OF EXCHANGES OF NOTES



AEROJET ROCKETDYNE HOLDINGS, INC.

2.25% Convertible Senior Notes due 2023


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


	
        Date
        of exchange
	
        Amount
        of decrease in principal amount of this Global Note
	
        Amount
        of increase in principal amount of this Global Note
	
        Principal
        amount of this Global Note following such decrease or increase
	
        Signature
        of authorized signatory of Trustee or Custodian

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 






    A-10


     


    

ATTACHMENT 1


FORM OF NOTICE OF CONVERSION


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


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


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


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


Dated:_____________________


________________________________


Signature(s)


 


_________________________


Social Security or Other Taxpayer

Identification Number


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


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




    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 Aerojet
Rocketdyne Holdings, 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