Exhibit 4.1


 


EXECUTION VERSION


 


Teligent, Inc.


 


(Company)


 


Wilmington Savings Fund Society, FSB


 


(Trustee)


 


Zero Coupon Convertible Senior Notes
due 2023


 


INDENTURE


 


Dated as of September 22, 2020


 


TABLE OF CONTENTS


 


Page


 




	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01.   Definitions and References.	1
	Section 1.02.   References to Interest.	12
	Section 1.03.   Acts of Holders.	13
	ARTICLE 2 THE NOTES	14
	Section 2.01.   Title and Terms; Payments.	14
	Section 2.02.   Ranking.	15
	Section 2.03.   Denominations.	15
	Section 2.04.   Execution, Authentication, Delivery and Dating.	15
	Section 2.05.   Temporary Notes.	16
	Section 2.06.   Registration; Registration of Transfer and Exchange.	16
	Section 2.07.   Transfer Restrictions.	17
	Section 2.08.   Expiration of Restrictions.	19
	Section 2.09.   Mutilated, Destroyed, Lost and Stolen Notes.	20
	Section 2.10.   Persons Deemed Owners.	21
	Section 2.11.   Transfer and Exchange.	21
	Section 2.12.   Purchase of Notes; Cancellation.	25
	Section 2.13.   CUSIP Numbers.	25
	Section 2.14.   Payment and Computation of Interest.	25
	ARTICLE 3 REPURCHASE AT THE OPTION OF THE HOLDERS	26
	Section 3.01.   Purchase at Option of Holders upon a Fundamental Change.	26



 






     


     


    

 


Exhibit 10.1


 


	Section 3.02.   Fundamental Change Company Notice.	26
	Section 3.03.   Repurchase Procedures.	28
	Section 3.04.   Effect of Fundamental Change Purchase Notice.	29
	Section 3.05.   Withdrawal of Fundamental Change Purchase Notice.	29
	Section 3.06.   Deposit of Fundamental Change Purchase Price.	29
	Section 3.07.   Notes Purchased in Whole or in Part.	30
	Section 3.08.   Covenant To Comply with Applicable Laws upon Purchase of Notes.	30
	Section 3.09.   Repayment to the Company.	30
	ARTICLE 4 CONVERSION	30
	Section 4.01.   Right To Convert.	30
	Section 4.02.   Conversion Procedures.	33
	Section 4.03.   Settlement Upon Conversion.	35
	Section 4.04.   Adjustment of Conversion Rate.	38
	Section 4.05.   Discretionary and Voluntary Adjustments.	47
	Section 4.06.   Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change.	48
	Section 4.07.   Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.	49
	Section 4.08.   Certain Covenants.	51
	Section 4.09.   Responsibility of Trustee.	51
	Section 4.10.   Notice of Adjustment.	52
	Section 4.11.   Notice to Holders.	52
	ARTICLE 5 COVENANTS	53
	Section 5.01.   Payment of Principal and Special Interest and the Fundamental Change Purchase Price.	53
	Section 5.02.   Maintenance of Office or Agency.	53
	Section 5.03.   Provisions as to Paying Agent.	54
	Section 5.04.   Reports.	56
	Section 5.05.   Statements as to Defaults.	56
	Section 5.06.   Special Interest Notice.	56
	Section 5.07.   Compliance Certificate and Opinions of Counsel.	57
	Section 5.08.   Special Interest.	57
	Section 5.09.   Corporate Existence.	58
	Section 5.10.   Restriction on Resales.	58
	Section 5.11.   Further Instruments and Acts.	58
	Section 5.12.   Par Value Limitation.	58



 






     


     


    

 


Exhibit 10.1


 


	Section 5.13.   Company to Furnish Trustee Names and Addresses of Holders.	58
	ARTICLE 6 REMEDIES	59
	Section 6.01.   Events of Default.	59
	Section 6.02.   Acceleration; Rescission and Annulment.	60
	Section 6.03.   Special Interest.	61
	Section 6.04.   Waiver of Past Defaults.	62
	Section 6.05.   Control by Majority.	62
	Section 6.06.   Limitation on Suits.	63
	Section 6.07.   Rights of Holders to Receive Payment and to Convert.	63
	Section 6.08.   Collection of Indebtedness; Suit for Enforcement by Trustee.	63
	Section 6.09.   Trustee May Enforce Claims Without Possession of Notes.	64
	Section 6.10.   Trustee May File Proofs of Claim.	64
	Section 6.11.   Restoration of Rights and Remedies.	64
	Section 6.12.   Rights and Remedies Cumulative.	65
	Section 6.13.   Delay or Omission Not a Waiver.	65
	Section 6.14.   Priorities.	65
	Section 6.15.   Undertaking for Costs.	65
	Section 6.16.   Waiver of Stay, Extension and Usury Laws.	66
	Section 6.17.   Notices from the Trustee.	66
	ARTICLE 7 SATISFACTION AND DISCHARGE	66
	Section 7.01.   Discharge of Liability on Notes.	66
	Section 7.02.   Deposited Monies to Be Held in Trust by Trustee.	67
	Section 7.03.   Paying Agent to Repay Monies Held.	67
	Section 7.04.   Return of Unclaimed Monies.	67
	Section 7.05.   Reinstatement.	68
	ARTICLE 8 SUPPLEMENTAL INDENTURES	68
	Section 8.01.   Supplemental Indentures Without Consent of Holders.	68
	Section 8.02.   Supplemental Indentures With Consent of Holders.	68
	Section 8.03.   Notice of Amendment or Supplement.	69
	Section 8.04.   Trustee to Sign Amendments, Etc.	70
	ARTICLE 9 SUCCESSOR COMPANY	70
	Section 9.01.   Company May Consolidate, Etc. on Certain Terms.	70
	Section 9.02.   Successor Corporation to Be Substituted.	70
	Section 9.03.   Officer’s Certificate and Opinion of Counsel to Be Given to Trustee.	71



 






     


     


    

 


Exhibit 10.1


 


	ARTICLE 10 NO REDEMPTION	72
	Section 10.01.   No Redemption.	72
	ARTICLE 11 THE TRUSTEE	72
	Section 11.01.   Duties and Responsibilities of Trustee.	72
	Section 11.02.   Rights of the Trustee.	73
	Section 11.03.   Trustee’s Disclaimer.	75
	Section 11.04.   Trustee or Agents May Own Notes.	75
	Section 11.05.   Monies to be Held in Trust.	75
	Section 11.06.   Compensation and Expenses of Trustee.	75
	Section 11.07.   Officer’s Certificate as Evidence.	76
	Section 11.08.   Conflicting Interests of Trustee.	76
	Section 11.09.   Eligibility of Trustee.	76
	Section 11.10.   Resignation or Removal of Trustee.	77
	Section 11.11.   Acceptance by Successor Trustee.	78
	Section 11.12.   Succession by Merger, Etc.	78
	Section 11.13.   [Reserved].	79
	Section 11.14.   Trustee’s Application for Instructions from the Company.	79
	ARTICLE 12 MISCELLANEOUS	79
	Section 12.01.   Effect on Successors and Assigns.	79
	Section 12.02.   Governing Law.	79
	Section 12.03.   No Security Interest Created.	80
	Section 12.04.   No Incorporation by Reference of the Trust Indenture Act.	80
	Section 12.05.   Benefits of Indenture.	80
	Section 12.06.   Calculations.	80
	Section 12.07.   Execution in Counterparts.	80
	Section 12.08.   Notices.	81
	Section 12.09.   No Recourse Against Others.	82
	Section 12.10.   Tax Withholding.	82
	Section 12.11.   Waiver of Jury Trial.	82
	Section 12.12.   U.S.A. Patriot Act.	82
	Section 12.13.   Force Majeure.	82
	Section 12.14.   Submission to Jurisdiction.	83
	Section 12.15.   Severability.	83


 






     


     


    

 



 


INDENTURE, dated as
of September 22, 2020, between Teligent, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington
Savings Fund Society, FSB, initially as trustee, conversion agent, registrar and paying agent (in such capacities, and subject
to the provisions herein for replacements or successors for such parties, the “Trustee”, “Conversion
Agent”, “Registrar” and “Paying Agent”, respectively).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company
previously duly authorized the creation of an issue of the Company’s 4.75% Convertible Senior Notes due 2023 (the “Existing
Series A Notes”), having the terms, tenor, amount and other provisions set forth in an Indenture, dated as of May 1,
2018, by and between the Company and Wilmington Trust, National Association; and


 


WHEREAS, the Company
previously duly authorized the creation of an issue of the Company’s 7.0% Cash/8.0% PIK Series B Senior Unsecured Convertible
Notes due 2023 (the “Existing Series B Notes” and, together with the Existing Series A Notes, the “Existing
Notes”), having the terms, tenor, amount and other provisions set forth in an Indenture, dated as of October 31, 2019,
by and between the Company and Wilmington Trust, National Association (the “Existing Series B 2023 Indenture”);
and


 


WHEREAS, the Company
and the holders of the Existing Notes desire that such holders exchange their outstanding Existing Notes for an issue of the Company’s
duly authorized Zero Coupon Convertible Senior Notes due 2023 (the “Notes” and such Notes issued in exchange
for Existing Series B Notes, the “Series B Exchange Notes”), having the terms, tenor, amount and other provisions
hereinafter set forth, and, to provide therefor, has duly authorized the execution and delivery of this Indenture (the “Indenture”);
and


 


WHEREAS, all things
necessary to make the Notes, when duly executed by the Company and authenticated and delivered hereunder and duly issued by the
Company, the legal, valid and binding obligations of the Company, in accordance with the terms of the Notes and this Indenture,
have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized;


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually
agreed, for the benefit of each other and the equal and proportionate benefit of all Holders (as hereinafter defined), as follows:


 


ARTICLE
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.                             
Definitions and References.


 


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 word “or” is not exclusive and the
word “including” means including without limitation. The terms defined in this Article include the plural as well
as the singular. References to any Article, Section, Schedule or Exhibit are to this Indenture except as herein otherwise expressly
provided.


 






    1


     


    

 


“Act”
has the meaning specified in Section 1.03.


 


“Additional
Restricted Ownership Person” has the meaning specified in Section 4.01(c).


 


“Additional
Shares” has the meaning specified in Section 4.06(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 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.


 


“Agent Members”
has the meaning specified in Section 2.06(b).


 


“Agent”
means any Paying Agent, Registrar, Conversion Agent or any other agent appointed pursuant to this Indenture.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes.


 


“Board of
Directors” means either the board of directors of the Company or any duly authorized committee of that board.


 


“Board Resolution”
when used with reference to the Company 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 any day other than (x) a Saturday, (y) a Sunday or (z) any day, which shall be in New York, New York, the
United States or in the jurisdiction of the place of payment a legal holiday or a day on which banking institutions are authorized
or required by law, regulation or executive order to close.


 


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


 


“Cash Settlement”
has the meaning specified in Section 4.03(a).


 






    2


     


    

 


“Change in
Control” means an event that will be deemed to have occurred at the time, after the first date of original issuance for
the Notes, any of the following occurs:


 


(1)       any
 “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) is or becomes the direct
or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity
representing 50% or more of the total voting power of the Company’s Common Equity, or has the power, directly or indirectly,
to elect a majority of the members of the Company’s Board of Directors;


 


(2)       the
Company consolidates with, enters into a binding share exchange, merger or similar transaction with or into another person or the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the consolidated assets
of the Company, or any Person consolidates with, or merges with or into, the Company; provided, that any merger, binding
share exchange, consolidation or similar transaction pursuant to which the Persons that “beneficially owned,” (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly, the Company’s Common Equity immediately prior to such transaction
 “beneficially own,” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, the Common Equity representing
at least a majority of the total voting power of all outstanding classes of the Common Equity of the surviving or transferee Person
and such holders’ proportional voting power immediately after such transaction vis-à-vis each other with respect to
the securities they receive in such transaction will be in substantially the same proportions as their respective voting power
vis-à-vis each other immediately prior to such transaction will not constitute a “Change in Control”; or


 


(3)       the
holders of the Company’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with this Indenture).


 


provided that,
notwithstanding the foregoing, a “Change in Control” will not be deemed to have occurred if at least 90% of the consideration
paid for the Common Stock in a transaction or transactions described under clause (2) of this definition of “Change in Control”
above (excluding cash payments for any fractional shares and cash payments made pursuant to dissenters’ appraisal rights)
consists of shares of common stock traded on a Permitted Exchange, or will be so traded immediately following such transaction,
and as a result therefrom, such consideration becomes the Reference Property for the Notes.


 


If any transaction
in which the Common Stock is replaced by the Reference Property comprised of securities of another entity occurs, following completion
of any related Make-Whole Fundamental Change Period and any related Fundamental Change Purchase Date, references to the Company
in this definition of “Change in Control” will apply to such other entity instead.


 


“Clause A
Distribution” has the meaning specified in Section 4.04(c).


 


“Clause B
Distribution” has the meaning specified in Section 4.04(c).


 


“Clause C
Distribution” has the meaning specified in Section 4.04(c).


 


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


 






    3


     


    

 


“Closing Sale
Price” of the Common Stock for any day, as determined by the Company, means the closing sale price per share (or, if
no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average
of the average last bid and the average last ask prices) at 4:00 p.m. New York City time on that day as reported in composite transactions
for the Exchange, or if the Common Stock is not listed on the Exchange, the principal U.S. national or regional securities exchange
on which the Common Stock is listed for trading or, if the Common Stock is not listed on a U.S. national or regional securities
exchange, as reported by OTC Markets Group Inc. at 4:00 p.m. New York City time on such date (or in either case the then-standard
closing time for regular trading on the relevant exchange or trading system). If the closing sale price of the Common Stock is
not so reported, the “Closing Sale Price” will be the average of the mid-point of the last bid and last ask prices
for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms
selected by the Company for this purpose.


 


“Combination
Settlement” has the meaning specified in Section 4.03(a).


 


“Commission”
means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at
any time after the execution of this indenture such Commission is not existing and performing its current duties, then the body
performing such duties at such time.


 


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


 


“Common Stock”
means the shares of common stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally
executed or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided,
however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of
Notes shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.


 


“common stock”
includes any stock of any class of Capital Stock which has no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the issuer thereof and which is not subject to redemption
by the issuer thereof.


 


“Company”
has the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 9, shall include its
successors and assigns.


 


“Company Order”
means a written request or order signed in the name of the Company by one of its Officers, and delivered to the Trustee.


 


“Conversion
Agent” has the meaning specified in Section 5.02.


 






    4


     


    

 


“Conversion
Date” has the meaning specified in Section 4.02(b).


 


“Conversion
Notice” has the meaning specified in Section 4.02(b).


 


“Conversion
Period” means, with respect to any Note surrendered for conversion, (i) if the relevant Conversion Date occurs prior
to the 25th Scheduled Trading Day immediately preceding the Maturity Date, the 20 consecutive VWAP Trading Day period beginning
on, and including, the third VWAP Trading Day immediately following such Conversion Date; and (ii) if the relevant Conversion Date
occurs on or after the 25th Scheduled Trading Day immediately preceding the Maturity Date, the 20 consecutive VWAP Trading Day
period beginning on, and including, the 22nd Scheduled Trading Day immediately preceding the Maturity Date.


 


“Conversion
Rate” means initially 666.6667 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as
set forth herein.


 


“Corporate
Trust Office” means, with respect to the office of the Trustee, the designated corporate trust office of the Trustee,
at which at any particular time this Indenture shall be principally administered, which office at the date hereof is located at
Wilmington Savings Fund Society, FSB, WSFS Bank Center, 500 Delaware Avenue, 11th Floor, Wilmington, Delaware 19801,
Attn: Geoff Lewis, or such other address in the continental United States as the Trustee may designate from time to time by notice
to the Holders and the Company, or the 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).


 


“corporation”
means a corporation, association, joint stock company, limited liability company or business trust.


 


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


 


“Daily Conversion
Value” means, for each VWAP Trading Day during any Conversion Period, one-twentieth (1/20th) of the product of (i) the
Conversion Rate in effect on such VWAP Trading Day and (ii) the Daily VWAP on such VWAP Trading Day.


 


“Daily Measurement
Value” means, for any conversion of Notes, the applicable Specified Dollar Amount divided by 20.


 


“Daily Net
Share Number” means, for each $1,000 principal amount of Notes surrendered for conversion, for each of the 20 consecutive
VWAP Trading Days during the Conversion Period, a number of shares of Common Stock equal to (A) the greater of (x) the difference
between the Daily Conversion Value for such VWAP Trading Day and the Daily Measurement Value and (y) zero, divided by (B) the Daily
VWAP for such VWAP Trading Day.


 


“Daily Settlement
Amount” for each $1,000 principal amount of Notes surrendered for conversion, for each of the 20 consecutive VWAP Trading
Days during the Conversion Period, will consist of: (i) if the Daily Conversion Value for such VWAP Trading Day exceeds the Daily
Measurement Value, (x) a cash payment of the Daily Measurement Value; and (y) a number of shares of Common Stock equal to the
Daily Net Share Number for such VWAP Trading Day; or (ii) if the Daily Conversion Value for such VWAP Trading Day is less than
or equal to the Daily Measurement Value, a cash payment equal to the Daily Conversion Value.


 






    5


     


    

 


“Daily VWAP”
for the Common Stock (or any security that is part of the Reference Property), in respect of any VWAP Trading Day, means the per
share volume-weighted average price of the Common Stock (or other security) as displayed under the heading “Bloomberg VWAP”
on Bloomberg Page “TLGT Equity AQR” (or its equivalent successor if such page is not available, or the Bloomberg Page
for any security that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading
until the scheduled close of trading of the primary trading session on such VWAP Trading Day or, if such volume-weighted average
price is unavailable (or the Reference Property is not a security), the market value of one share of the Common Stock (or other
Reference Property) on such VWAP Trading Day as determined in good faith by the Board of Directors or a duly authorized committee
thereof in a commercially reasonable manner, using a volume-weighted average price method (unless the Reference Property is not
a security). The “Daily VWAP” will be determined without regard to after-hours trading or any other trading outside
the regular trading session.


 


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


 


“Depositary”
means, with respect to the Notes issuable or issued in the form of a Global Note, the Person designated as Depositary by the Company
until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary hereunder. The Company has appointed The Depository Trust Company as
the initial Depositary for the Notes.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the U.S. that is legal tender for
the payment of public and private debts at the time of payment.


 


“Effective
Date” means, with respect to a Fundamental Change or a Make-Whole Fundamental Change, as applicable, the date such Fundamental
Change or Make-Whole Fundamental Change occurs or becomes effective.


 


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


 


“Ex-Dividend
Date” means, except to the extent otherwise provided under Section 4.04(c), the first date on which the shares of
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 the Common Stock on such exchange
or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


“Exchange”
means The Nasdaq Global Select Market or its successor.


 


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


 






    6


     


    

 


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


 


“Free Trade
Date” means, with respect to the Series B Exchange Notes, the date that is one year after the Last Original Issuance
Date as defined in the Existing Series B 2023 Indenture.


 


“Free Transferability
Certificate” means a certificate substantially in the form attached hereto as Exhibit B.


 


“Freely Tradable”
means, with respect to any Notes, that such Notes are eligible to be sold by a Person who is not an affiliate of the Company (within
the meaning of Rule 144) and has not been an affiliate of the Company (within the meaning of Rule 144) during the immediately preceding
90 days without any volume or manner of sale restrictions under the Securities Act.


 


“Fundamental
Change” means the occurrence of a Change in Control or a Termination of Trading.


 


“Fundamental
Change Company Notice” has the meaning specified in Section 3.02(a).


 


“Fundamental
Change Expiration Time” has the meaning specified in Section 3.03(a)(i).


 


“Fundamental
Change Purchase Date” has the meaning specified in Section 3.01.


 


“Fundamental
Change Purchase Notice” has the meaning specified in Section 3.03(a)(i).


 


“Fundamental
Change Purchase Price” has the meaning specified in Section 3.01.


 


“Global Note”
means a Note evidencing all or part of a series of Notes, issued to the Depositary for such series or its nominee, and registered
in the name of such Depositary or nominee.


 


“Holder”
means the Person in whose name a Note is registered in the Register.


 


“Indenture”
means this Indenture as amended or supplemented from time to time.


 


“Issue Date”
means, with respect to any Notes, the date the Notes are originally issued as set forth on the face of the Notes under this Indenture.


 


“Largest
Stockholder” as of any given time means the stockholder(s) of the Company that then beneficially owns (including any
shares beneficially owned by member of any group of which such stockholder is a member and otherwise calculated in accordance
with Section 4.01(c)) the largest number of shares of the Company’s Common Stock.


 






    7


     


    

 


“Make-Whole
Fundamental Change” means (i) any Change in Control (determined after giving effect to any exceptions or exclusions from
the definition of “Change in Control” but without giving effect to the proviso in clause (2) of the definition thereof)
and (ii) any Termination of Trading.


 


“Make-Whole
Fundamental Change Period” has the meaning specified in Section 4.06(a).


 


“Market Disruption
Event” means, if the Common Stock is listed for trading on the Exchange or listed on another U.S. national or regional
securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any
Scheduled Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to
the Common Stock.


 


“Maturity
Date” means May 1, 2023.


 


“Merger Event”
has the meaning specified in Section 4.07(a).


 


“Nasdaq Change
of Control Cap” shall mean, as of any given time and with respect to any given Holder, and calculated in accordance with
Section 4.01(c), the greater of (i) 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon conversion of Notes held by such Holder and (ii) that percentage of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon conversion of Notes held by such Holder as then held by the Largest Stockholder.


 


“Note”
or “Notes” has the meaning specified in the first paragraph of the Recitals of this Indenture.


 


“Offer Expiration
Date” has the meaning specified in Section 4.04(e).


 


“Officer”
or “officer” shall mean, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, a Vice President (whether or not designated by a number or word or words added before or after the title
 “Vice President”) or any Director of the Company.


 


“Officer’s
Certificate” means a certificate signed by an Officer of the Company and delivered to the Trustee.


 


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


 


“Opinion of
Counsel” means a written opinion of counsel, who may be an employee of, or counsel for, the Company or an Affiliate of
the Company, who is reasonably satisfactory to the Trustee.


 






    8


     


    

 


“Outstanding”
means, with respect to the Notes, any Notes authenticated by the Trustee except (i) Notes cancelled by it, (ii) Notes delivered
to it for cancellation and (iii)(A) Notes replaced pursuant to Section 2.09 hereof, on and after the time such Note is replaced
(unless the Trustee and the Company receive proof satisfactory to them that such Note is held by a protected purchaser), (B) Notes
converted pursuant to Article 4 hereof, on and after their Conversion Date, (C) any and all Notes, the principal of which has become
due and payable as of the Maturity Date, on a Fundamental Change Purchase Date or otherwise and in respect of which the Paying
Agent is holding, in accordance with this Indenture, money sufficient to pay or repurchase all of the Notes then to be paid or
repurchased and (D) any and all Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor. In determining whether the Holders of the required principal amount of Notes have concurred in any request,
demand, authorization, direction, notice, consent or waiver, Notes owned by the Company or any other obligor upon the Notes or
any Affiliate of the Company will be considered as though not Outstanding, except that in determining whether the Trustee shall
be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver, only such Notes which a
Responsible Officer of the Trustee actually knows to be so owned shall be disregarded.


 


“Paying Agent”
means, initially, the Trustee or any Person authorized by the Company in the future to pay the principal amount of, any premium
on, any Special Interest on or the Fundamental Change Purchase Price of any Notes on behalf of the Company.


 


“Permitted
Exchange” has the meaning specified in the definition of “Termination of Trading” under this Section 1.01.


 


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


 


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


 


“Physical
Settlement” has the meaning specified in Section 4.03(a).


 


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


 


“Reference
Property” has the meaning specified in Section 4.07(a).


 


“Register”
and “Registrar” have the respective meanings specified in Section 2.06.


 


“Relevant
Distribution” has the meaning specified in Section 4.04(c).


 






    9


     


    

 


“Reporting
Event of Default” has the meaning specified in Section 6.03.


 


“Resale Restriction
Termination Date” has the meaning specified in Section 2.08(b)(ii).


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust department (or any other
successor group of the Trustee) customarily performing functions similar to those performed by any of the above designated officers
who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject and who in each case shall have direct responsibility for the administration of
this Indenture.


 


“Restricted
Global Note” has the meaning specified in Section 2.08(b)(i).


 


“Restricted
Note” has the meaning specified in Section 2.07(a)(i).


 


“Restricted
Notes Legend” has the meaning specified in the Form of Note attached hereto as Exhibit A.


 


“Restricted
Stock” has the meaning specified in Section 2.07(b)(i).


 


“Restricted
Stock Legend” means a legend substantially in the form set forth in Exhibit C hereto.


 


“Restricted
Ownership Percentage” has the meaning specified in Section 4.01(c).


 


“Rule 144”
means Rule 144 under the Securities Act (including any successor rule thereto), as the same may be amended from time to time.


 


“Scheduled
Trading Day” means any 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 for trading. If the Common Stock is not so listed, “Scheduled Trading
Day” means a “Business Day.”


 


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


 


“Settlement
Amount” has the meaning specified in Section 4.03(a)(ii).f


 


“Settlement
Election” has the meaning specified in Section 4.03(a)(i).


 


“Settlement
Election Notice” has the meaning specified in Section 4.03(a)(i).


 


“Settlement
Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement,
as elected (or deemed to be elected) by the Company in accordance with Section 4.03(a)(i).


 


“Settlement
Method Election Date” has the meaning specified in Section 4.03(a)(i).


 






    10


     


    

 


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


 


“Special Interest”
means all amounts, if any, payable by the Company pursuant to Section 5.08 or Section 6.03, as applicable.


 


“Special Interest
Payment Date” means, with respect to the payment of any Special Interest on the Notes, each May 1 and November 1 of each
year, beginning on November 1, 2020.


 


“Special Interest
Record Date” means, with respect to any Special Interest Payment Date, April 15 (whether or not a Business Day) or October
15 (whether or not a Business Day), as the case may be, immediately preceding such Special Interest Payment Date.


 


“Specified
Dollar Amount” means, for any conversion of Notes, the maximum cash amount per $1,000 principal amount of Notes to be
received by the Holder upon conversion as specified in the Company’s Specified Dollar Amount Election Notice (which may be
part of the Settlement Election Notice) or otherwise deemed to be elected by the Company in respect of such conversion as provided
herein.


 


“Specified
Dollar Amount Election” has the meaning specified in Section 4.03(a)(i).


 


“Specified
Dollar Amount Election Notice” has the meaning specified in Section 4.03(a)(i).


 


“Spin-Off”
has the meaning specified in Section 4.04(c).


 


“Stock Price”
has the meaning specified in Section 4.06(b).


 


“Subsidiary”
of any Person means (a) any corporation, association or other business entity of which more than 50% of the outstanding total voting
power ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers,
trustees or other voting members of the governing body thereof is at the time owned or controlled, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership the sole
general partner or the managing general partner of which is the Company or a Subsidiary of the Company or the only general partners
of which are the Company or of one or more Subsidiaries of the Company (or any combination thereof).


 


“Successor
Company” has the meaning specified in Section 9.01(a).


 


“Termination
of Trading” means that the Common Stock (or other Reference Property into which the Notes are then convertible pursuant
to the terms of this Indenture) are not listed for trading on any of the Exchange, The New York Stock Exchange, The Nasdaq Global
Market or The Nasdaq Capital Market (or any of their respective successors) (such exchanges or any of their respective successors,
a “Permitted Exchange”).


 






    11


     


    

 


“Trading Day”
means a day on which (i) the Exchange or, if the Common Stock is not listed on the Exchange, the principal other U.S. national
or regional securities exchange on which the Common Stock is then listed is open for trading or, if the Common Stock is not so
listed, any Business Day and (ii) a Closing Sale Price for the Common Stock is available on such securities exchange or market.
A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the
then-standard closing time for regular trading on the relevant exchange or trading system.


 


“Trigger Event”
has the meaning specified in Section 4.04(c).


 


“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 Section 11.11, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended.


 


“Unit of Reference
Property” has the meaning specified in Section 4.07(a).


 


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


 


“Valuation
Period” has the meaning specified in Section 4.04(c).


 


“Vice President,”
when used with respect to the Company or the Trustee, as applicable, means any vice president, whether or not designated by a number
or a word or words added before or after the title “vice president”.


 


“VWAP Market
Disruption Event” means (i) a failure by the primary exchange or quotation system on which the Common Stock trades or
is quoted to open for trading during its regular trading session or (ii) the occurrence or existence for more than one half-hour
period in the aggregate on any Scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the Exchange or otherwise) in the Common Stock or in any options, contracts
or future contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m.
(New York City time) on such day.


 


“VWAP Trading
Day” means a day on which (i) there is no VWAP Market Disruption Event and (ii) the Exchange or, if the Common Stock
is not listed on the Exchange, the principal other U.S. national or regional securities exchange on which the Common Stock is then
listed is open for trading or, if the Common Stock is not so listed, any Business Day. A “VWAP Trading Day” only includes
those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then-standard closing time for regular trading
on the relevant exchange or trading system.


 


Section 1.02.                             
References to Interest.


 


Any reference to interest
on, or in respect of, any Note in this Indenture shall refer only to Special Interest, if any, payable in accordance with the
terms of Sections 5.08 and 6.03 hereof. Any express mention of the payment of Special Interest in any provision hereof shall not
be construed as excluding Special Interest in those provisions hereof where such express mention is not made.


 






    12


     


    

 


Section 1.03.                             
Acts of Holders.


 


(a)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of Notes, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.03.


 


(b)              
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)              
The amount of Notes held by any Person executing any such instrument or writings as the Holder thereof, the numbers of such
Notes and the date of his holding the same may be proved by the production of such Notes or by a certificate executed, as depositary,
by any trust company, bank, banker or member of a national securities exchange (wherever situated), if such certificate is in form
satisfactory to the Trustee, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited
to it, the Notes therein described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument
or writing as the Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the
Company may assume that such ownership of any Notes continues until (1) another certificate bearing a later date issued in respect
of the same Notes is produced or (2) such Notes are produced by some other Person or (3) such Notes are no longer Outstanding.


 


(d)              
The fact and date of execution of any such instrument or writing and the amount and number of Notes held by the Person so
executing such instrument or writing may also be proved in any other manner that the Trustee deems sufficient. The Trustee may
in any instance require further proof with respect to any of the matters referred to in this Section 1.03.


 


(e)              
The principal amount (except as otherwise contemplated in clause (ii) of the definition of “Outstanding”), serial
numbers of Notes held by any Person and the date of holding the same shall be proved by the Register.


 






    13


     


    

 


(f)               
 Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder of any Note
shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Note.


 


(g)              
The Company may but shall not be obligated to set a record date for purposes of determining the identity of Holders of any
Outstanding Notes entitled to vote or consent to any action by vote or consent authorized or permitted by Sections 6.02, 6.04,
6.05, 6.06, 8.02 or 11.10. Such record date shall be not less than 10 nor more than 60 days prior to the first solicitation of
such consent or the date of the most recent list of Holders of such Notes furnished to the Trustee pursuant to Section 5.13 prior
to such solicitation.


 


(h)              
If the Company solicits from Holders any request, demand, authorization, direction, notice, consent, election, waiver or
other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, election, waiver or
other Act may be given before or after such record date, but only the Holders of record at the close of business on the record
date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding
Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, election, waiver
or other Act, and for that purpose the Outstanding Notes shall be computed as of the record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than six months after the record date.


 


ARTICLE
2

THE NOTES


 


Section 2.01.                             
Title and Terms; Payments.


 


The aggregate principal
amount of Notes that may be authenticated and delivered under this Indenture is limited to $27,896,000, except for Notes authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06,
2.09, 2.11, 3.07 or 4.02(d).


 


The Notes shall be
known and designated as the “Zero Coupon Convertible Senior Notes due 2023” of the Company. The principal amount shall
be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture.


 


The principal amount
of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained
by the Company for such purpose. Any interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an
aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register
and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check
mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior
to the relevant Special Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account
within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing.
The Company will pay or cause the Trustee or Paying Agent to pay principal of, and any Special Interest on, Global Notes in U.S.
dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such
Global Note, on each Special Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date,
as the case may be.


 






    14


     


    

 


Section 2.02.                             
Ranking.


 


The Notes constitute
direct unsecured, senior obligations of the Company.


 


Section 2.03.                             
Denominations.


 


The Notes shall be
issuable only in registered form without coupons and in minimum denominations of $1,000 and in integral multiples of $1,000 in
excess thereof.


 


Section 2.04.                             
Execution, Authentication, Delivery and Dating.


 


The Notes shall be
executed on behalf of the Company by one of its Officers.


 


Notes bearing the manual
or facsimile signatures of individuals who were at any time Officers of the Company shall bind the Company, notwithstanding that
such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office
at the date of such Notes.


 


Subject to compliance
with Section 2.01 hereof, 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. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the
amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with
such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.


 


Each Note shall be
dated the date of its authentication.


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by an authorized signatory of the Trustee by manual signature,
and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.


 






    15


     


    

 



 


Section
2.05.                             
Temporary Notes.


 


Pending
the preparation of Physical Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Physical Notes in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officer executing such Notes may determine, as evidenced by such Officer’s execution
of such Notes; provided that any such temporary Notes shall bear legends on the face of such Notes as set forth in the
Form of Note attached hereto as Exhibit A and/or Sections 2.07 and 2.11.


 


After
the preparation of Physical Notes, the temporary Notes shall be exchangeable for Physical Notes upon surrender of the temporary
Notes at any office or agency of the Company designated pursuant to Section 5.02, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall, upon receipt of a Company
Order, authenticate and deliver, in exchange therefor a like principal amount of Physical Notes of authorized denominations. Until
so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Physical Notes.


 


Section
2.06.                             
Registration; Registration of Transfer and Exchange.


 


(a)              
The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee in the continental United States
a register (the register maintained in such office and in any other office or agency designated pursuant to Section 5.02 being
herein sometimes collectively referred to as the “Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration and transfer of Notes. The Trustee is hereby appointed registrar
(the “Registrar”) for the purpose of registering the transfer and exchange of the Notes as herein provided.


 


Upon
surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 5.02 for
such purpose, the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate
principal amount and tenor; provided that any such temporary Notes shall bear legends on the face of such Notes as set
forth in the Form of Note attached hereto as Exhibit A and/or Sections 2.07 and 2.11.


 


At
the option of the Holder, and subject to the other provisions of Sections 2.07 and 2.11, Notes may be exchanged for other Notes
of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Notes to be exchanged
at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall,
upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.


 


All
Notes issued upon any registration of transfer or exchange of Notes 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. As a condition to the registration of transfer of any Restricted Notes, the Company or the Trustee may require evidence
satisfactory to them as to the compliance with the restrictions set forth in the legend on such Notes.


 









    16


     


    

 


Every
Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar
duly executed, by the Holder thereof or his attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange of Notes, but the Company and the Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Notes.


 


Neither
the Company nor the Registrar shall be required to exchange or register a transfer of any Note in the circumstances set forth
in Section 2.11(a)(iv).


 


(b)              
Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any
other Persons on whose behalf any Agent Member may act shall have any rights under this Indenture with respect to any Global Note
registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee, the Agents and any of their respective agents as the absolute
owner and Holder of such Global Note for all purposes whatsoever. Neither the Trustee nor any Agent shall have any liability,
responsibility or obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to (i)
any ownership interests in the Global Note, (ii) the accuracy of the records of the Depositary or its nominee, (iii) any notice
required hereunder, (iv) any payments under or with respect to the Global Note or (v) actions taken or not taken by any Agent
Members.


 


(c)              
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any of their respective
agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee,
as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member
may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and persons that
may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.


 


Section
2.07.                             
Transfer Restrictions.


 


(a)              
Restricted Notes.


 


(i)          
 Every Series B Exchange Note (and any security issued in exchange therefor or substitution thereof) that bears, or that
is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note”.
Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted
Notes Legend) and will bear a restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such
restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation,
by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note,
by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable
to such Restricted Note.


 






    17


     


    

 


(ii)       
Until the Resale Restriction Termination Date for a Restricted Note, such Note will bear the Restricted Notes Legend unless:


 


		(A)	(1)       such
                                         Note, since last held by the Company or an affiliate of the Company (within the meaning
                                         of Rule 144), if ever, was transferred (I) to a Person other than (x) the Company, (y)
                                         an affiliate of the Company (within the meaning of Rule 144) or (z) a Person that was
                                         an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately
                                         preceding such transfer and (II) pursuant to a registration statement that was effective
                                         under the Securities Act at the time of such transfer; or



 


(2)       such
Note was transferred (I) to a Person other than (x) the Company or (y) an affiliate of the Company (within the meaning of Rule
144) or a Person that was an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding
such transfer and (II) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force
under the Securities Act; and


 


		(B)	the
                                         Company delivers written notice to the Trustee and the Registrar (including, without
                                         limitation, by the Company’s delivery of the Free Transferability Certificate as
                                         provided herein) stating that the Restricted Notes Legend may be removed from such Note
                                         and all Applicable Procedures have been complied with.



 


(iii)           
In addition, until the applicable Resale Restriction Termination Date, no transfer of any Restricted Note will be registered
by the Registrar unless the transferring Holder delivers to the Trustee a completed notice substantially in the form of the Form
of Assignment and Transfer, which contains a certification that the transferee is (A) Teligent, Inc. or a subsidiary thereof or
(B) such other person that is not an affiliate of the Company (within the meaning of Rule 144) and has not been an affiliate of
the Company (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer.


 


(iv)            
On and after the applicable Resale Restriction Termination Date, any Series B Exchange Note will bear the Restricted Note
Legend if at any time the Company determines that, to comply with applicable law, such Note must bear the Restricted Notes Legend
and the Company notifies the Trustee in writing.


 


(b)              
Restricted Stock.


 


(i)                
Every share of Common Stock issued upon conversion of a Restricted Note that bears, or that is required under this Section
2.07 to bear, the Restricted Stock Legend will be deemed to be “Restricted Stock”. Each share of Restricted
Stock will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Stock Legend) and
will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent
(including, without limitation, by the Company’s delivery of the Free Transferability Certificate in connection with the
Notes as provided herein) of the Company, and each Holder of Restricted Stock, by such Holder’s acceptance of Restricted
Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock.


 






    18


     


    

 


(ii)             
Until the applicable Resale Restriction Termination Date, any shares of Common Stock issued upon the conversion of a Restricted
Note will be issued in book-entry form by or on behalf of the Company and will bear the Restricted Stock Legend unless the Company
delivers written notice to the transfer agent for the Common Stock stating that such shares of Common Stock need not bear the
Restricted Stock Legend.


 


(iii)           
On and after the applicable Resale Restriction Termination Date, shares of Common Stock issued upon conversion of a Restricted
Note will be issued in book-entry form and will bear the Restricted Stock Legend at any time the Company reasonably determines
that, to comply with applicable law, such shares of Common Stock must bear the Restricted Stock Legend.


 


(c)              
As used in this Section 2.07, the term “transfer” means any sale, pledge, transfer, loan, hypothecation
or other disposition whatsoever of any Restricted Note, any interest therein or any Restricted Stock.


 


Section
2.08.      Expiration of Restrictions.


 


(a)              
Physical Notes. Any Physical Note (or any security issued in exchange or substitution therefor) that does not constitute
a Restricted Note may be exchanged for a new Note or Notes of like tenor and aggregate principal amount that do not bear the Restricted
Notes Legend required by Section 2.07. To exercise such right of exchange, the Holder of such Note must surrender such Note in
accordance with the provisions of Section 2.11 and deliver any additional documentation required by this Indenture in connection
with such exchange.


 


(b)              
Global Notes; Resale Restriction Termination Date.


 


(i)                
If, on a Free Trade Date, or the next succeeding Business Day if such Free Trade Date is not a Business Day, the Notes
to which such Free Trade Date is applicable are represented by a Global Note that is a Restricted Note (any such Global Note,
a “Restricted Global Note”), as promptly as practicable, the Company will automatically exchange every beneficial
interest in each such Restricted Global Note for beneficial interests in Global Notes that do not bear the Restricted Notes Legend
and are not subject to the restrictions set forth in the Restricted Notes Legend and in Section 2.07.


 


(ii)             
To effect such automatic exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s
mandatory exchange process at least 15 days immediately prior to such Free Trade Date (with a copy to the Trustee) and (B) deliver
to each of the Trustee and the Registrar a duly completed Free Transferability Certificate on or promptly after such Free Trade
Date. The date of the Free Transferability Certificate for any Notes will be known as the “Resale Restriction Termination
Date” with respect to such Notes. The Trustee shall assume that a Free Trade Date has not occurred with respect to any
Notes unless and until it receives a Free Transferability Certificate with respect to such Notes.


 






    19


     


    

 


(iii)           
Immediately upon receipt of the Free Transferability Certificate with respect to any Notes by each of the Trustee and the
Registrar:


 


(A)       the
Restricted Notes Legend will be deemed removed from each of the Global Notes specified in such Free Transferability Certificate
and the restricted CUSIP number will be deemed removed from each of such Global Notes and deemed replaced with the unrestricted
CUSIP number;


 


(B)       the
Restricted Stock Legend will be deemed removed from any shares of Common Stock previously issued upon conversion of such Notes;
and


 


(C)       thereafter,
shares of Common Stock issued upon conversion of such Notes will be assigned an unrestricted CUSIP number and will not bear the
Restricted Stock Legend (except as provided in Section 2.07(b)(iii)) or any similar legend.


 


(iv)            
Promptly after the Resale Restriction Termination Date with respect to any Notes, the Company will provide Bloomberg LLP
with a copy of the Free Transferability Certificate applicable to such Notes and will use reasonable efforts to cause Bloomberg
LLP to adjust its screen page for such Notes to indicate that such Notes are no longer Restricted Notes and are then identified
by an unrestricted CUSIP number.


 


(v)              
Prior to the Company’s delivery of a Free Transferability Certificate and afterwards, the Company and the Trustee
will comply with the Applicable Procedures and the Company shall otherwise use reasonable efforts to cause each Global Note that
is not required to bear the Restricted Notes Legend to be identified by an unrestricted CUSIP number in the facilities of the
Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the Registrar or as promptly as possible
thereafter.


 


(vi)            
Notwithstanding anything to the contrary in Sections 2.08(b)(i), (ii) or (iii), the Company will not be required to deliver
a Free Transferability Certificate with respect to any Notes if it reasonably believes that removal of the Restricted Notes Legend
or the changes to the CUSIP numbers for such Notes could result in or facilitate transfers of such Notes in violation of applicable
law.


 


Section
2.09.                             
Mutilated, Destroyed, Lost and Stolen Notes.


 


If
any mutilated Note is surrendered to the Trustee, the Company shall execute, and the Trustee shall, upon receipt of a Company
Order, authenticate and deliver, in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of written notice to the Company or the Trustee that such Note has been acquired
by a protected purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 






    20


     


    

 


In
case any such mutilated, destroyed, lost or stolen Note has become due and payable, the Company in its discretion may, instead
of issuing a new Note, pay such Note.


 


Upon
the issuance of any new Note under this Section 2.09, the Company may require payment by the Holder of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.


 


Every
new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


The
provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes.


 


Section
2.10.                             
Persons Deemed Owners.


 


Subject
to the rights of Holders as of the Special Interest Record Date to receive payments of Special Interest on the related Special
Interest Payment Date, prior to due presentment of a Note for registration of transfer, the Company, the Trustee, each Agent,
and any of their respective agents may treat the Person in whose name such Note is registered in the Register as the owner of
such Note for the purpose of receiving payment of the principal of such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Company, the Trustee, the Agents nor any of their respective agents shall be affected
by notice to the contrary.


 


Section
2.11.                             
Transfer and Exchange.


 


(a)              
Provisions Applicable to All Transfers and Exchanges.


 


(i)                
Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may
be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in
the Register.


 


(ii)             
All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will 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.


 









    21


     


    

 


(iii)           
 No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note
for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or
owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed
in connection with such registration of transfer or exchange.


 


(iv)            
Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required
to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental
Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the
foregoing.


 


(v)              
Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global
Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


(b)              
In General; Transfer and Exchange of Beneficial Interests in Global Notes. So long as the Notes are eligible for
book-entry settlement with the Depositary, unless otherwise required by law or by Section 2.11(c):


 


(i)                
all Notes will be represented by one or more Global Notes;


 


(ii)             
every transfer and exchange of a beneficial interest in a Global Note will be effected through the Depositary in accordance
with the Applicable Procedures and the provisions of this Indenture (including the restrictions on transfer set forth in Section
2.07); and


 


(iii)           
each Global Note may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary,
(B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or (C) by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.


 


(c)              
Transfer and Exchange of Global Notes for Physical Notes.


 


(i)                
Notwithstanding any other provision of this Indenture, each Global Note will be exchanged for Physical Notes if the Depositary
delivers notice to the Company that:


 


(A)            
the Depositary is unwilling or unable to continue to act as Depositary; or


 









    22


     


    

 


(B)             
 the Depositary is no longer registered as a clearing agency under the Exchange Act or is otherwise no longer permitted
under applicable law to continue as Depositary for such Global Note;


 


and,
in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor
Depositary within 90 days after receiving notice from the Depositary.


 


In
each such case, the Company will, in accordance with Section 2.04, promptly execute, and, upon receipt of a Company Order, the
Trustee will, in accordance with Section 2.04, promptly authenticate and deliver, for each beneficial interest in each Global
Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial
interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that
such Physical Notes are required to bear under Section 2.07.


 


(ii)             
In addition, if an Event of Default has occurred with regard to the Notes represented by the relevant Global Note and such
Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request
through the Depositary to exchange such beneficial interest for Physical Notes.


 


In
such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the
aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, in accordance
with Section 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 2.04, will
promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered
in such owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest
as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07; and (C)
the Trustee, in accordance with the Applicable Procedures, will cause the principal amount of such Global Note to be decreased
by the aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Note
are so exchanged, such Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such
Global Note to be cancelled in accordance with the Trustee’s customary procedures and the Applicable Procedures.


 


(d)              
Transfer and Exchange of Physical Notes.


 


(i)                
If Physical Notes are issued, a Holder may transfer a Physical Note by: (A) surrendering such Physical Note for registration
of transfer to the Registrar, together with any endorsements or instruments of transfer required by any of the Company, the Trustee
or the Registrar; (B) if such Physical Note is a Restricted Note, delivering any documentation required by Section 2.07; and (C)
satisfying all other requirements for such transfer set forth in this Section 2.11. Upon the satisfaction of conditions (A), (B)
and (C) of the immediately preceding sentence, the Company, in accordance with Section 2.04, will promptly execute and deliver
to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 2.04, promptly authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Physical Notes, of any authorized denomination,
having like aggregate principal amount and bearing any restrictive legends that such Physical Notes are required to bear under
Section 2.07.


 






    23


     


    

 


(ii)             
If Physical Notes are issued, a Holder may exchange a Physical Note for other Physical Notes of any authorized denominations
and aggregate principal amount equal to the aggregate principal amount of the Notes to be exchanged by surrendering such Notes,
together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any
office or agency maintained by the Company for such purposes pursuant to Section 5.02. Whenever a Holder surrenders Notes for
exchange, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon
receipt of a Company Order and in accordance with Section 2.04, will promptly authenticate and deliver the Notes that such Holder
is entitled to receive, bearing registration numbers not contemporaneously outstanding and any legends that such Physical Notes
are required to bear under Section 2.07.


 


(iii)           
If Physical Notes are issued, a Holder may transfer or exchange a Physical Note for a beneficial interest in a Global Security
by (A) surrendering such Physical Note for registration of transfer or exchange, together with any endorsements or instruments
of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for
such purposes pursuant to Section 5.02; (B) if such Physical Note is a Restricted Note, delivering any documentation required
by Section 2.07; (C) satisfying all other requirements for such transfer set forth in this Section 2.11 and Section 2.09; and
(D) providing written instructions to the Trustee to make, or to direct the Registrar to make, an adjustment in its books and
records with respect to the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented
by such Global Note, which instructions will contain information regarding the Depositary account to be credited with such increase.
Upon the satisfaction of conditions (A), (B), (C) and (D), the Trustee will cancel such Physical Note in accordance with its customary
procedures and cause, in accordance with the Applicable Procedures, the aggregate principal amount of Notes represented by such
Global Note to be increased by the aggregate principal amount of such Physical Note, and will credit or cause to be credited the
account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal
amount of such Physical Note. If no Global Notes are then Outstanding, the Company, in accordance with Section 2.04, will promptly
execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order and in accordance with Section 2.04, will
authenticate, a new Global Note in the appropriate aggregate principal amount.


 






    24


     


    

 


Section
2.12.                             
Purchase of Notes; Cancellation.


 


The
Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the
Company), purchase Notes in the open market or by tender offer at any price or by private agreement. The Company will cause any
Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered
to the Trustee for cancellation. For the avoidance of doubt, any such Notes purchased by the Company will be retired and no longer
Outstanding hereunder.


 


The
Company shall deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Trustee shall promptly cancel all Notes surrendered for registration
of transfer, exchange, payment, purchase, repurchase, conversion or cancellation in accordance with its customary procedures and
the Applicable Procedures (if applicable). If the Company shall acquire any of the Notes in any manner whatsoever, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are
delivered to the Trustee for cancellation. The Notes so acquired, while held by or on behalf of the Company or any of its Subsidiaries,
shall not entitle the Holder thereof to convert the Notes. The Company may not issue new Notes to replace Notes it has paid in
full or delivered to the Trustee for cancellation.


 


The
Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other written communications
received pursuant to this Section 2.12. The Company shall have the right to inspect and make copies of all such letters, notices
or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.


 


Section
2.13.                             
CUSIP Numbers.


 


In
issuing the Notes, the Company shall use “CUSIP” numbers (if then generally in use); provided that the Trustee
shall have no liability for any defect in the CUSIP numbers as they appear on any Notes, notice, or elsewhere. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


Section
2.14.                             
Payment and Computation of Interest.


 


The
Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Company will pay Special Interest
under certain circumstances as provided in Section 5.08 and 6.03. Any Special Interest on the Notes will be paid to the Person
in whose name a Note is registered at the Close of Business on the Special Interest Record Date immediately preceding the relevant
Special Interest Payment Date semiannually in arrears on each Special Interest Payment Date; provided that, if any Special
Interest Payment Date, Maturity Date or Fundamental Change Purchase Date of a Note falls on a day that is not a Business Day,
the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of
the delay. Any interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months; provided,
however, that for any period in which a particular interest rate is applicable for less than a full semiannual period, interest
on the Notes will be computed on the basis of a 30-day month and, for periods of less than a month, the actual number of days
elapsed over a 30-day month.


 






    25


     


    

 


Unless
the context otherwise requires, payments of the Fundamental Change Purchase Price, principal and Special Interest, if any, on
any Note, in each case, that are not made when due will accrue interest per annum at the then-applicable interest rate from the
required payment date.


 


ARTICLE
3

REPURCHASE AT THE OPTION OF THE HOLDERS


 


Section
3.01.                             
Purchase at Option of Holders upon a Fundamental Change.


 


If
a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase
for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral
multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not
less than 20 or more than 35 Business Days after the occurrence of such Fundamental Change, at a purchase price equal to 100%
of the principal amount of the Notes to be purchased, plus accrued and unpaid Special Interest, if any, to but excluding the Fundamental
Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the
Fundamental Change Purchase Date is after a Special Interest Record Date and on or prior to the Special Interest Payment Date
to which it relates, the Company shall instead pay any Special Interest accrued to the Special Interest Payment Date to the Holder
of record of the Note as of the preceding Special Interest Record Date and the Fundamental Change Purchase Price shall then be
equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid Special Interest.
Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of
the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date
(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase
Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental
Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any
Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any
beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return
or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.


 


Section
3.02.                             
Fundamental Change Company Notice.


 


(a)              
General. On or before the 5th Business Day after the occurrence of a Fundamental Change, the Company shall provide
to all Holders of the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a written
notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase
right at the option of the Holders arising as a result thereof. Such notice shall be sent to the Holders in accordance with Section
12.08(c) (with a copy to the Trustee). Simultaneously with providing such Fundamental Change Company Notice, the Company shall
issue a press release announcing the occurrence of such Fundamental Change and make the press release available on the Company’s
website. Each Fundamental Change Company Notice shall specify:


 






    26


     


    

 


(i)                
the events causing the Fundamental Change;


 


(ii)             
the Effective Date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Fundamental Change, in
which case the notice shall state the Effective Date of the Make-Whole Fundamental Change;


 


(iii)           
information about the Holder’s right to convert the Notes;


 


(iv)            
information about the Holder’s right to require the Company to purchase the Notes;


 


(v)              
the last date on which a Holder of Notes may exercise the purchase right pursuant to Section 3.01;


 


(vi)            
the Fundamental Change Purchase Price;


 


(vii)         
the Fundamental Change Purchase Date;


 


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


 


(ix)            
the applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change;


 


(x)              
if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder
may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with Section 3.05;


 


(xi)            
the procedures required for exercise of the purchase option upon the Fundamental Change, including that the Holder must
exercise the purchase option prior to the Fundamental Change Expiration Time; and


 


(xii)         
that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration
Time and the procedures required for withdrawal of any such exercise as described in 3.05;


 


(b)              
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 Section 3.01.


 









    27


     


    

 


(c)              
 At the Company’s written request, the Trustee shall give the Fundamental Change Company Notice in the Company’s
name and at the Company’s expense; provided, however, that, in all cases, the Fundamental Change Company Notice shall
be prepared by the Company; provided, further that the Company shall have delivered to the Trustee, at least three Business
Days before the Fundamental Change Company Notice is required to be given to the Holders (or such shorter period agreed to by
the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Fundamental
Change Company Notice and including the information required by Section 3.02(a). Neither the Trustee nor the Paying Agent shall
be responsible for determining if a Fundamental Change has occurred or for delivering a Fundamental Change Company Notice to Holders
or for the content of any Fundamental Change Company Notice.


 


Section
3.03.                             
Repurchase Procedures.


 


(a)              
Purchases of Notes under Section 3.01 shall be made, at the option of the Holder thereof, upon:


 


(i)                
if the Notes to be purchased are Physical Notes, delivery to the Trustee by the Holder of a duly completed notice in the
Form of Fundamental Change Purchase Notice (the “Fundamental Change Purchase Notice”) together with the Physical
Notes duly endorsed for transfer, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental
Change Purchase Date, (the “Fundamental Change Expiration Time”); and


 


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


 


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


 


(i)                
if certificated, the certificate numbers of such Holder’s Notes;


 


(ii)             
the portion of the principal amount of such Notes to be purchased, which must be such that the principal amount not purchased
equals $1,000 or an integral multiple of $1,000; and


 


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


 


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


 






    28


     


    

 


Section
3.04.                             
Effect of Fundamental Change Purchase Notice.


 


Upon
receipt by the Paying Agent of Physical Notes and a Fundamental Change Purchase Notice or beneficial interests in a Global Note
by book-entry transfer as specified in Section 3.03, the Holder of the tendered Note shall (unless such Fundamental Change
Purchase Notice is withdrawn in accordance with Section 3.05) thereafter be entitled to receive solely the Fundamental Change
Purchase Price, in cash with respect to such Note (and any previously accrued and unpaid Special Interest on such Note, if applicable).
Such Fundamental Change Purchase Price shall be paid to such Holder, provided that the conditions in this Article 3 have been
satisfied (including, without limitation, the proper delivery or book-entry transfer of such Note as required under Section 3.03(a))
and subject to the Paying Agent holding money sufficient to pay the Fundamental Change Purchase Price, promptly following the
later of the applicable Fundamental Change Purchase Date and the time of delivery or book-entry transfer of such Note to the Paying
Agent by the Holder thereof in the manner required by Section 3.03(a).


 


Section
3.05.                             
Withdrawal of Fundamental Change Purchase Notice.


 


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


 


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


 


(b)              
if certificated, the certificate numbers of the withdrawn Notes; and


 


(c)              
the principal amount, if any, of each Note that remains subject to the Fundamental Change Purchase Notice, which must be
such that the principal amount of such Holder’s Notes not purchased equals $1,000 or an integral multiple of $1,000;


 


provided,
however, that if the Notes are Global Notes, the notice must comply with the Applicable Procedures.


 


The
Paying Agent will promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change
Purchase Notice has been withdrawn in compliance with the provisions of Sections 3.05 or 3.07, as applicable.


 


Section
3.06.                             
Deposit of Fundamental Change Purchase Price.


 


Prior
to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the
Fundamental Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase
Date. If the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price of the tendered Notes on the Fundamental
Change Purchase Date, then (a) such tendered Notes will cease to be Outstanding and (except as provided below in clause (b)) any
Special Interest will cease to accrue thereon (whether or not book-entry transfer of the Notes is made or whether or not the Notes
are delivered to the Paying Agent) and (b) all other rights of the Holders of such tendered Notes will terminate (other than (x)
the right to receive the Fundamental Change Purchase Price and (y) the right of the Holder of record on such Special Interest
Record Date to receive any Special Interest payment pursuant to Section 3.01, if applicable).


 






    29


     


    

 


Section
3.07.                             
Notes Purchased in Whole or in Part.


 


Any
Note that is to be purchased pursuant to this Article 3, whether in whole or in part, shall be surrendered at the office of the
Paying Agent (with due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and, to the extent that only
a part of the Note so surrendered is to be purchased, the Company shall execute and, upon receipt of a Company Order, the Trustee
shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of
the Note so surrendered that is not purchased.


 


Section
3.08.                             
Covenant To Comply with Applicable Laws upon Purchase of Notes.


 


In
connection with any purchase of Notes under Section 3.01, the Company shall, in each case if required by law, (i) comply with
the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent any such rules
are applicable, (ii) file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act and (iii) otherwise
comply with all U.S. federal or state securities laws applicable to the Company in connection with offer by the Company to purchase
Notes under Section 3.01, in each case, so as to permit the rights and obligations under this Article 3 to be exercised in the
time and in the manner specified under this Article 3.


 


Section
3.09.                             
Repayment to the Company.


 


To
the extent that the aggregate amount of money deposited by the Company pursuant to Section 3.06 exceeds the aggregate Fundamental
Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change
Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall, upon demand of the Company, promptly
return any such excess to the Company.


 


ARTICLE
4

CONVERSION


 


Section
4.01.                             
Right To Convert.


 


(a)              
Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s
option, to convert all or any portion of its Notes at an initial Conversion Rate of 666.6667 shares of Common Stock per $1,000
aggregate principal amount of Notes into the Settlement Amount determined in accordance with Section 4.03(a)(ii) at any time until
the Close of Business on the Business Day immediately preceding the stated Maturity Date.


 






    30


     


    

 


(b)              
(i) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common
Stock (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 45 calendar
days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the average
of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading
Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness)
or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is
made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common
Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company
must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 30 Scheduled
Trading Days prior to the Ex-Dividend Date for such distribution.


 


(ii)             
If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, to the extent
practicable, the Company shall give notice to Holders of the anticipated effective date for such transaction or event not more
than 50 Scheduled Trading Days nor less than 30 Scheduled Trading Days prior to the anticipated effective date or, if the
Company does not have knowledge of such transaction or event at least 30 Scheduled Trading Days prior to the anticipated
effective date, within two Business Days of the date upon which the Company receives notice, or otherwise becomes aware of such
transaction or event (but in no event later than the actual effective date of such transaction or event). Neither the Trustee
nor the Conversion Agent shall have any obligation (x) to determine whether the condition described in this Section 4.01(b)(ii)
has occurred or (y) to verify the Company’s determination regarding such condition.


 


(iii)           
If the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer,
lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute
a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property,
the Company shall notify Holders at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction.
Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether the condition described in this
Section 4.01(b)(iii) has occurred or (y) to verify the Company’s determination regarding such condition. For the avoidance
of doubt, any references to Common Stock described in this Section 4.01, including those in Section 4.01(c), shall give effect
to, among other things, the provisions of Section 4.07.


 


(c)              
Notwithstanding anything herein to the contrary:


 


(i)                
The Company shall not effect any conversion of a Note to Common Stock, and a Holder shall not have the right to convert
any portion of any Note to Common Stock, to the extent that, after giving effect to such conversion, such Holder, any person having
beneficial ownership of shares of Common Stock owned by the Holder, or such Holder together with such Holder’s Affiliates,
and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (any such person other than
Holder, including any group of which Holder is a member, an “Additional Restricted Ownership Person”), would
beneficially own in excess of the Restricted Ownership Percentage (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by such Holder and any Additional Restricted Ownership Person shall include
the number of shares of Common Stock issuable upon conversion of the principal amount of Notes with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining,
unconverted principal amount of Notes beneficially owned by such Holder or any Additional Restricted Ownership Person and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any Additional Restricted
Ownership Person. Except as set forth in the preceding sentence, for purposes of this Section 4.01(c), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.


 






    31


     


    

 


(ii)             
To the extent that the limitation contained in Section 4.01(c)(i) applies, the determination of whether the Notes are convertible
(in relation to other securities owned by such Holder together with any Additional Restricted Ownership Person) and of how much
principal amount of Notes are convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice
(as defined below) shall be deemed to be such Holder’s determination of whether the applicable Notes may be converted (in
relation to other securities owned by such Holder together with any Additional Restricted Ownership Person) and how much principal
amount of Notes are convertible, in each case subject to the Restricted Ownership Percentage. To ensure compliance with this restriction,
each Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has
not violated the restrictions set forth in this Section 4.01(c) and the Company shall have no obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 4.01(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written
notice by the Company or the transfer agent for the Company’s Common Stock setting forth the number of shares of Common
Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing to such
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including the Notes, by such Holder
or its Additional Restricted Ownership Persons that has occurred since the date as of which such number of outstanding shares
of Common Stock was reported.


 






    32


     


    

  


(iii)           
The “Restricted Ownership Percentage” for each Holder shall initially be 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion
of Notes held by the applicable Holder. A Holder may (i) increase the Restricted Ownership Percentage applicable to its Notes
upon not less than 61 days’ prior written notice to the Company, or (ii) decrease the Restricted Ownership Percentage applicable
to its Notes effective immediately upon written notice to the Company; provided, however, that (x) no Holder shall be entitled
to effect any increase in the Restricted Ownership Percentage applicable to its Notes if such Holder or any Additional Restricted
Ownership Person has acquired beneficial ownership of Notes or any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein with the purpose or effect of changing or influencing the
control of the Company; (y) unless the Company has obtained approval of its stockholders as is necessary under the rules or regulations
of the Exchange to permit each Holder and/or Additional Restricted Ownership Person to beneficially own shares of Common Stock
without being subject to the Nasdaq Change of Control Cap, the Restricted Ownership Percentage shall in no event exceed the Nasdaq
Change of Control Cap; and (z) the Restricted Ownership Percentage shall in no event exceed 49.9% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of
Notes held by the applicable Holder. Any such increase or decrease shall only apply to such Holder and no other Holder.


 


Section
4.02.                             
Conversion Procedures.


 


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


 


(b)              
To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with
the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest
on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section
4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary.


 






    33


     


    

 


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


 


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


 


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


 


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


 


(iv)            
if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and


 


(v)              
if required, make any payment required under Section 4.02(f).


 


If,
upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related
Conversion Notice shall include such other Person’s name and address.


 


If
a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except
to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change
Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant
Fundamental Change Expiration Time.


 


For
any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect
to such Note shall be the “Conversion Date” with respect to such Note.


 


Each
conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately
prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required
by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated
as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in
a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. For the avoidance
of doubt, subject to the satisfaction by the Company of each of its obligations in connection with such conversion and any other
conditions set forth in this Indenture, at the Close of Business on the Conversion Date for such conversion, the converting Holder
shall no longer be the Holder of the Notes so converted.


 


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


 


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


 






    34


     


    

 


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


 


(f)               
Interest Due Upon Conversion. If a Holder converts a Note after the Close of Business on a Special Interest Record
Date but prior to the Open of Business on the Special Interest Payment Date corresponding to such Special Interest Record Date,
such Holder must accompany such Note with an amount of cash equal to the amount of Special Interest that will payable on such
Note on the corresponding Special Interest Payment Date; provided, however, that a Holder need not make such payment
(1) if the Conversion Date follows the Special Interest Record Date immediately preceding the Maturity Date; (2) if the Company
has specified a Fundamental Change Purchase Date that is after a Special Interest Record Date and on or prior to the corresponding
Special Interest Payment Date; or (3) to the extent of any overdue Special Interest, if any overdue Special Interest exists at
the time of conversion with respect to such Note.


 


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


 


Section
4.03.                             
Settlement Upon Conversion.


 


(a)              
Settlement. Subject to this Section 4.03 and Sections 4.01(c), 4.06 and 4.07, upon conversion of any Note, the Company
shall pay or deliver, as the case may be, to Holders, in full satisfaction of its conversion obligation under Section 4.01, in
respect of each $1,000 principal amount of Notes being converted, a Settlement Amount consisting of, at the election of the Company
in accordance with the requirements specified herein, solely cash (“Cash Settlement”), solely shares of Common
Stock (together with cash in lieu of any fractional share of Common Stock pursuant to Section 4.03(b)) (“Physical Settlement”)
or a combination of cash and shares of Common Stock (“Combination Settlement”).


 






    35


     


    

 



 


(i)                 Settlement
Election. All conversions occurring on or after the 25th Scheduled Trading Day immediately preceding the Maturity Date
shall be settled by the same Settlement Method. Prior to the 25th Scheduled Trading Day immediately preceding the Maturity
Date, the Company will use the same Settlement Method for all conversions occurring on the same Conversion Date, but the
Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different
Conversion Dates. If the Company elects a Settlement Method (a “Settlement Election”) and a Specified
Dollar Amount, if applicable (a “Specified Dollar Amount Election”), the Company shall provide to the
Holders so converting through the Trustee a notice of such Settlement Method (each such notice, a “Settlement
Election Notice”) or such Specified Dollar Amount (each such notice, a “Specified Dollar Amount Election
Notice”), (x) no later than the Close of Business on the Business Day immediately following the related Conversion
Date or (y) in the case of any conversions occurring on or after the 25th Scheduled Trading Day immediately preceding the
Maturity Date, no later than the Close of Business on the Business Day immediately prior to the 25th Scheduled Trading Day
immediately preceding the Maturity Date (the “Settlement Method Election Date”). If the Company does not
elect a Settlement Method on or prior to the relevant Settlement Method Election Date, 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 converted shall
be deemed to be $1,000. If the Company elects Combination Settlement but does not notify converting Holders of the Specified
Dollar Amount per $1,000 principal amount of Notes on or prior to the relevant Settlement Method Election Date, such
Specified Dollar Amount will be deemed to be $1,000.


 


In addition, the Company
may, at its option, irrevocably elect Combination Settlement with a particular Specified Dollar Amount for all conversions with
a Conversion Date subsequent to its notice to Holders thereof by notice of such election to Holders, the Trustee and the Conversion
Agent.


 


(ii)             
Settlement Amount. 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 Physical Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000
principal amount of its Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate, together
with cash in lieu of any fractional shares of Common Stock pursuant to Section 4.03(b);


 


(B)             
if the Company elects Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal
amount of its Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive
VWAP Trading Days during the related Conversion Period; and


 


(C)             
if the Company elects (or is deemed to have elected) Combination Settlement, the Company shall pay or deliver, as the case
may be, to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, an amount of cash and
number of shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive VWAP
Trading Days during the related Conversion Period.


 






    36


     


    

 


(iii)           
 Delivery Obligation. The Settlement Amounts upon conversion of the Notes will be paid or delivered, as the case
may be, by the Company through the Conversion Agent. The Company shall pay or deliver, as the case may be, the Settlement Amount
due in respect of its conversion obligation under this Section 4.03, (i) on the third Business Day immediately following the
relevant Conversion Date, if the Company elects Physical Settlement and (ii) on the third Business Day immediately following the
last VWAP Trading Day of the related Conversion Period, in any other case; provided, however, that if prior to the
Conversion Date for any converted Notes, the Common Stock has been replaced by Reference Property consisting solely of cash, the
Company will pay the conversion consideration due in respect of such conversion on the third Trading Day immediately following
the related Conversion Date, and, notwithstanding the foregoing in this Section 4.03, no Conversion Period will apply to those
conversions. For the avoidance of doubt, in the case of Cash Settlement or Combination Settlement, if a VWAP Market Disruption
Event occurs on a Scheduled Trading Day during the Conversion Period, or if such Scheduled Trading day is not a VWAP Trading Day
for any other reason, then the Daily Conversion Value or Daily Settlement Amount, as applicable, will be determined on the next
following VWAP Trading Day, and delivery of the Settlement Amount will be delayed accordingly. No interest will accrue on account
of such delay.


 


(b)              
Fractional Shares. Notwithstanding the foregoing, the Company will not issue fractional shares of Common Stock as
part of the Settlement Amount due with respect to any converted Note. Instead, if any Settlement Amount includes a fraction of
a share of the Common Stock, the Company will, in lieu of delivering such fraction of a share of Common Stock, pay an amount of
cash equal to the product of such fraction of a share and (i) in a Physical Settlement, the Daily VWAP on the relevant Conversion
Date, or if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day or (ii) in the case of any
other Settlement Method, the Daily VWAP on the last VWAP Trading Day of the relevant Conversion Period.


 


(c)              
Conversion of Multiple Notes by a Single Holder. If a Holder surrenders more than one Note for conversion on a single
Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock due with respect to such
Notes as if such Holder had surrendered for conversion one Note having an aggregate principal amount equal to the sum of the principal
amounts of each of the Notes surrendered for conversion by such Holder on such Conversion Date or, if the Notes surrendered for
conversion are beneficial interests in a Global Note, based on such other aggregate number of Notes, or beneficial interests therein,
being surrendered by the Holder for conversion on the same date as the Depositary may otherwise request.


 


(d)               Settlement
of Accrued Interest and Deemed Payment of Principal. If a Holder converts a Note, the Company will not adjust the
Conversion Rate to account for any accrued and unpaid Special Interest on such Note, and the Company’s delivery or
payment, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock into which a
Note is convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of,
and accrued and unpaid Special Interest, if any, on, such Note to, but excluding, the Conversion Date; provided, however,
that subject to Section 4.02(f), if a Holder converts a Note after the Close of Business on a Special Interest Record Date
and prior to the Open of Business on the corresponding Special Interest Payment Date, the Company will still be obligated to
pay the Special Interest due on such Special Interest Payment Date to the Holder of such Note on such Special Interest Record
Date.


 






    37


     


    

 


As a result, except
as otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid Special Interest with respect
to a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, if the Settlement
Amount for any Note includes both cash and shares of Common Stock, accrued but unpaid Special Interest will be deemed to be paid
first out of the amount of cash delivered upon such conversion.


 


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


 


On the first Business
Day immediately following the last VWAP Trading Day of the Conversion Period applicable to any Note surrendered for conversion
in a Cash Settlement or a Combination Settlement, the Company will deliver a written notice to the Conversion Agent and the Trustee
(if not also the Conversion Agent) stating the amount of cash and the number of shares of Common Stock, if any, that the Company
is obligated to pay or deliver, as the case may be, to satisfy its conversion obligation with respect to each Note converted on
such Conversion Date.


 


Section 4.04.                             
Adjustment of Conversion Rate.


 


The Conversion Rate
will be adjusted as described in this Section 4.04, except that no adjustment to the Conversion Rate will be made for a given transaction
if Holders of the Notes will participate in that transaction, without conversion of the Notes, on the same terms and at the same
time as a holder of a number of shares of Common Stock equal to the principal amount of a Holder’s Notes divided by $1,000
and multiplied by the Conversion Rate would participate.


 


(a)              
If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of
the Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will be adjusted based on the
following formula:


 


 


	CR1 = CR0 x	OS1	 
	OS0	 



 


where,


 






    38


     


    

 


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


Any adjustment made under this clause (a)
will become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution (regardless
of whether the dividend or distribution date is scheduled to occur after the Maturity Date), or immediately after the Open of Business
on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision
or combination described in this clause (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 or a duly authorized committee thereof determines not to pay such dividend or distribution
or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared or subdivision or combination had not been announced.


 


(b)              
If an Ex-Dividend Date occurs for a distribution 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 from the announcement date for such distribution, to
subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Closing Sale Prices of
the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the
announcement date for such distribution, the Conversion Rate will be increased based on the following formula


 


	CR1 = CR0 x	OS0 + X	 
	OS0 + Y	 



 


 


	 	CR0 =	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;
	 	CR1 =	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date for such distribution;



 






    39


     


    

 


	 	OS0 =	the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date for such distribution;
	 	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 Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution.


Any increase made under this clause (b)
will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after
the Open of Business on the Ex-Dividend Date for such distribution, regardless of whether the distribution date is scheduled to
occur after the Maturity Date. To the extent that such rights, options or warrants expire prior to the Maturity Date and shares
of 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 were scheduled to be distributed prior to the Maturity Date and are not so distributed, the Conversion Rate shall be decreased
to the Conversion Rate that would then be in effect if the Ex-Dividend Date for such distribution had not occurred.


 


For purposes of this Section 4.04(b) and
Section 4.01(b)(i), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares
of Common Stock at a price that is less than the average of the Closing Sale Prices of the Common Stock for each Trading Day in
the applicable 10 consecutive Trading-Day period, there shall be taken into account any consideration the Company receives for
such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than
cash, to be determined in good faith by the Board of Directors or a duly authorized committee thereof.


 


(c)              
If an Ex-Dividend Date occurs for a distribution (the “Relevant Distribution”) of shares of the Company’s
Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company’s or rights, options
or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of Common Stock
(excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under clause (a)
or (b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) Spin-Offs), then the Conversion Rate will be
increased based on the following formula:





 


	CR1 = CR0 x	SP0	 
	SP0 - FMV	 



 


where,


 






    40


     


    

 


	 	CR0 =	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;
	 	CR1 =	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date for such distribution;
	 	SP0 =	the average of the Closing 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 in good faith by the Board of Directors or a duly authorized committee thereof) of the shares of Capital Stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of Common Stock as of the Open of Business on the Ex-Dividend Date for such distribution.


Any increase made under the above portion
of this clause (c) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution.
No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is
scheduled to be paid or made prior to the Maturity Date and is not so paid or made, the Conversion Rate shall be decreased to be
the Conversion Rate that would then be in effect if such 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, without having to convert its Notes, the amount and kind of the Relevant Distribution
that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect
on the Ex-Dividend Date for the distribution.


 


With respect to an adjustment pursuant
to this clause (c) where there has been an Ex-Dividend Date for 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, 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 will be increased based on the following formula:


 


	CR1 = CR0 x	FMV0 + MP0	 
	MP0	 



 


where,


 


	 	CR0 =	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off;
	 	CR1 =	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such Spin-Off;



 






    41


     


    

 


	 	FMV0 =	the average of the Closing 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 over the first 10 consecutive Trading-Day period commencing on, and including, the Ex-Dividend Date for the Spin-Off (such period, the “Valuation Period”); and
	 	MP0 =	the average of the Closing Sale Prices of Common Stock over the Valuation Period.


The adjustment to the applicable conversion
rate under the preceding paragraph of this clause (c) will be determined on the last day of the Valuation Period but will be given
effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off
is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any conversion, references
within this clause (c) to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser
number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last VWAP
Trading Day of such Conversion Period. In respect of any conversion during the Valuation Period for any Spin-Off, references within
this clause (c) related to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser
number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, but excluding, the relevant
Conversion Date.


 


For purposes of the second adjustment formula
set forth in this Section 4.04(c), (i) the Closing Sale Price of any Capital Stock or similar equity interest shall be calculated
in a manner analogous to that used to calculate the Closing Sale Price of the Common Stock in the definition of “Closing
Sale Price” set forth in Section 1.01, (ii) whether a day is a Trading Day (and whether a day is a Scheduled Trading Day
and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a
manner analogous to that used to determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether
a Market Disruption Event has occurred) for the Common Stock, and (iii) whether a day is a Trading Day to be included in a
Valuation Period will be determined based on whether a day is a Trading Day for both the Common Stock and such Capital Stock or
similar equity interest.


 


Subject to Section 4.04(g), for the
purposes of this Section 4.04(c), rights, options or warrants distributed to all or substantially all holders of the Common
Stock entitling them to acquire the Company’s Capital Stock or other securities, (either initially or under certain
circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger
Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are
also issued in respect of future issuances of Common Stock (including, for the avoidance of doubt, upon settlement of
conversions of Notes), shall be deemed not to have been distributed for purposes of this Section 4.04(c) (and no adjustment
to the Conversion Rate under this Section 4.04(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 4.04(c). If any such rights, options or warrants,
distributed prior to the Issue Date are subject to events, upon the occurrence of which such rights, options or warrants
become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed
distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date
without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights,
options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect
thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate
under this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been
redeemed or purchased without exercise by any Holders thereof, upon such final redemption or purchase (x) the Conversion Rate
shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again
be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it
were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Stock with
respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made
to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or
warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights and warrants had not been issued.


 






    42


     


    

 


For purposes of Sections 4.04(a) through
(c), if any dividend or distribution to which this Section 4.04(c) applies includes one or both of:


 


		(A)	a dividend or distribution of shares of Common Stock to which Section 4.04(a) also applies (the
 “Clause A Distribution”); or



 


		(B)	an issuance of rights, options or warrants entitling holders of the Common Stock to subscribe for
or purchase shares of the Common Stock to which Section 4.04(b) also applies (the “Clause B Distribution”),



 


then (i) such dividend or distribution,
other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a distribution to which this Section
4.04(c) applies (the “Clause C Distribution”) and any Conversion Rate adjustment required to be made under this
Section 4.04(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed
to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 4.04(b) with respect thereto
shall then be made, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause B Distribution
and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any shares
of Common Stock included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding
immediately prior to the Open of Business on such Ex-Dividend Date” within the meaning of Section 4.04(b), and (iii) the
Clause A Distribution, if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as
the case may be, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution
and the Clause B Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any shares
of Common Stock included in the Clause A Distribution shall not be deemed to be “outstanding immediately prior to the Open
of Business on such Ex-Dividend Date or such effective date” within the meaning of Section 4.04(a).


 






    43


     


    

 


(d)              
 If an Ex-Dividend Date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding
Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding
up), the Conversion Rate will be increased based on the following formula:


 


	CR1 = CR0 x	SP0	 
	SP0 - C	 



where,


 


	 	CR0 =	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	CR1 =	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	SP0 =	the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	C =	the amount in cash per share that the Company pays or distributes to substantially all holders of the Common Stock.


Any increase made under this clause (d)
shall become effective immediately after the Open of Business on the Ex-Dividend date for such dividend or distribution. No adjustment
pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described
in this clause (d) is scheduled to be paid or made prior to the Maturity Date but is not so paid or made, the new Conversion Rate
shall be readjusted to 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, without having to convert its Notes, the amount of cash that such Holder would have received if
such Holder owned a number of shares of Common Stock equal to the applicable Conversion Rate on the Ex-Dividend Date for such cash
dividend or distribution.


 


(e)              
If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock,
and if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the
Closing 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 “Offer
Expiration Date”), the Conversion Rate will be increased based on the following formula:


 


	
        CR1 = CR0 x

         
	AC + (SP1 x OS1)	 
	OS0 x SP1	 



 


where,


 






    44


     


    

 


	 	CR0 =	the Conversion Rate in effect immediately prior to the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
	 	CR1 =	the Conversion Rate in effect immediately after the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
	 	AC =	the aggregate value of all cash and any other consideration (as determined in good faith by the Board of Directors or a duly authorized committee thereof) 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 time (the “Offer Expiration Time”) such tender or exchange offer expires (prior to giving effect to such tender or exchange offer);
	 	OS1 =	the number of shares of Common Stock outstanding immediately after the Offer Expiration Time (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
	 	SP1 =	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.


The adjustment to the Conversion Rate under
the preceding paragraph of this clause (e) will be determined at the Close of Business on the tenth Trading Day immediately following,
but excluding, the Offer Expiration Date but will be given effect at the Open of Business on the Trading Day next succeeding the
Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than 10 Trading Days prior to, and
including, the end of the Conversion Period in respect of any conversion, references within this clause (e) to 10 Trading Days
shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from,
and including, the Trading Day next succeeding the Offer Expiration Date to, and including, the last VWAP Trading Day of such Conversion
Period. In respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the Offer Expiration
Date, references within this clause (e) to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion,
with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration
Date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of
the Conversion Rate.


 


(f)               
Special Settlement Provisions. Notwithstanding anything to the contrary herein, if a Holder converts a Note and:


 


(i)                
Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Net Share
Number for a given VWAP Trading Day within the Conversion Period applicable to such Note;


 






    45


     


    

 


(ii)             
 any distribution, transaction or event described in Sections 4.04(a) through (e) has not yet resulted in an adjustment
to the Conversion Rate on such VWAP Trading Day; and


 


(iii)           
the shares of Common Stock deliverable in respect of such VWAP Trading Day are not entitled to participate in the relevant
distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise),


 


then the Company will adjust the number
of shares of Common Stock delivered in respect of the relevant VWAP Trading Day to reflect the relevant distribution or transaction.


 


If a Holder converts
a Note and:


 


(i)                
Physical Settlement is applicable to such Note;


 


(ii)             
any distribution or transaction described in Sections 4.04(a) through (e) has not yet resulted in an adjustment to the Conversion
Rate on a given Conversion Date; and


 


(iii)           
the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant
distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise),


 


then the Company will adjust the number
of shares of Common Stock delivered in respect of the relevant conversion to reflect the relevant distribution or transaction.


 


Notwithstanding the
foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, 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 shares of Common Stock as of the related Conversion Date pursuant to Section 4.03 based on an adjusted Conversion Rate
for such Ex-Dividend Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment
relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder will be treated as if such
Holder were the record 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)               Poison
Pill. If a Holder converts a Note, to the extent that the Company has a rights plan in effect, if Physical Settlement
applies to such Note, on the Conversion Date applicable to such Note, and if Combination Settlement applies to such Note on
any VWAP Trading Day in the Conversion Period applicable to such Note, the Holder converting such Note will receive, in
addition to any shares of Common Stock otherwise received in connection with such conversion on such Conversion Date or such
VWAP Trading Day, as the case may be, the rights under the rights plan, unless prior to such Conversion Date or such VWAP
Trading Day, as the case may be, the rights have separated from the Common Stock, in which case, and only in such case, the
Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock,
Distributed Property as described in Section 4.04(c), subject to readjustment in the event of the expiration, termination or
redemption of such rights.


 






    46


     


    

 


(h)              
Deferral of Adjustments. Notwithstanding anything to the contrary herein, the Company will not be required to adjust
the Conversion Rate unless such adjustment would result in a change of at least one percent; provided, however, that the
Company shall carry forward any adjustments that are less than one percent of the Conversion Rate and make such carried forward
adjustments (i) when the cumulative net effect of all adjustments not yet made will result in a change of at least one percent
of the Conversion Rate or (ii) regardless of whether the aggregate adjustment is less than one percent, (1) upon any offer to purchase
the Notes following a Fundamental Change, (2) on each of the VWAP Trading Days within any Conversion Period, (3) upon any conversion
of Notes and (4) on the Effective Date for any Fundamental Change or Make-Whole Fundamental Change.


 


(i)                
Limitation on Adjustments. Except as stated in this Section 4.04, the Company will not adjust the Conversion Rate
for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the
right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas
in Sections 4.04(a) through (e) would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment
to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share
combination).


 


For purposes of this
Section 4.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the
Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury
of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.


 


Section 4.05.                             
Discretionary and Voluntary Adjustments.


 


(a)              
Discretionary Adjustments. Whenever any provision of this Indenture requires the Company to calculate the Closing
Sale Prices, the Daily VWAPs or any function thereof over a span of multiple days (including during an Conversion Period), the
Company will make appropriate adjustments to each, if any, to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the effective date, Ex-Dividend Date or Offer Expiration Date
of the event occurs, at any time during the period when such Closing Sale Prices, the Daily VWAPs or function thereof is to be
calculated.


 


(b)               Voluntary
Adjustments. Subject to compliance with the rules and regulations of the Exchange, the Company is permitted to increase
the Conversion Rate of the Notes by any amount for a period of at least 20 Business Days if such increase is irrevocable for
such period and the Board of Directors determines that such increase would be in the Company’s best interest; provided that
the Company must give at least 15 days’ prior notice of any such increase in the Conversion Rate. Subject to compliance
with the rules and regulations of the Exchange, the Company may also (but is not required to) increase the Conversion Rate to
avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a
dividend or distribution of shares (or rights to acquire shares) or similar event.


 






    47


     


    

 


Section 4.06.                             
Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change.


 


(a)              
Increase in the Conversion Rate. If a Holder elects to convert its Notes in connection with a Make-Whole Fundamental
Change, then the Company shall, to the extent provided herein, 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 in this Section 4.06.
A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change
if the relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the Effective Date
of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change
Purchase Date or, if such Make-Whole Fundamental Change is not also a Fundamental Change, the 40th Scheduled Trading Day immediately
following the Effective Date for such Make-Whole Fundamental Change (such period, the “Make-Whole Fundamental Change Period”).


 


(b)              
Determining the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate
will be increased for a Holder that converts its Notes in connection with a Make-Whole Fundamental Change shall be determined by
reference to the table attached as Schedule A, based on the Effective Date, and the price (the “Stock Price”)
paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental Change, as determined under the two immediately
following sentences. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause
(2) of the definition of “Fundamental Change,” the Stock Price shall be the cash amount paid per share of Common Stock.
Otherwise, the Stock Price shall be the average of the Closing Sale Prices of the Common Stock over the five consecutive Trading-Day
period ending on, and including, the Trading Day immediately preceding the relevant Effective Date.


 


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


 


(i)                
If the Stock Price is between two Stock Prices in the table or the Effective Date is between two 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 dates, as applicable, based on a 365 day year.


 


(ii)             
If the Stock Price is greater than $5.50 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table in Schedule A), no Additional Shares will be added to the Conversion Rate.


 






    48


     


    

 


(iii)           
 If the Stock Price is less than $1.08 per share (subject to adjustments in the same manner as the Stock Prices set forth
in the column headings of the table in Schedule A), no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding the
foregoing, in no event will the Conversion Rate be increased on account of a Make-Whole Fundamental Change to exceed 925.9259 shares
of Common Stock per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Conversion Rate is required
to be adjusted as set forth in Section 4.04.


 


(iv)            
The Stock Prices set forth in the column headings of the table in Schedule A shall be adjusted as of any date on
which the Conversion Rate of the Notes is otherwise required to be adjusted. The adjusted Stock Prices shall equal the Stock Prices
applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately
prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted.
The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the same time as the Conversion
Rate is required to be adjusted as set forth in Section 4.04.


 


(d)              
Notices. The Company will notify in writing the Holders, the Trustee and the Conversion Agent of the anticipated
Effective Date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines
the anticipated Effective Date of such Make-Whole Fundamental Change (and make the press release available on the Company’s
website). The Company will use its commercially reasonable efforts to give notice to Holders of the anticipated Effective Date
of such Make-Whole Fundamental Change not more than 50 Scheduled Trading Days nor less than 30 Scheduled Trading Days prior to
the anticipated Effective Date.


 


Section 4.07.                             
Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.


 


(a)              
Merger Events. In the case of:


 


(i)                
any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a split, subdivision
or combination for which an adjustment was made pursuant to Section 4.04(a));


 


(ii)             
any consolidation, merger, combination, binding share exchange or similar transaction involving the Company;


 


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


 


(iv)            
a liquidation or dissolution of the Company;


 






    49


     


    

 


and, in each case, as a result of
which the Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets
(including cash or any combination thereof) (any such event, a “Merger Event,” any such common stock,
other securities, other property or assets (including cash or any combination thereof), “Reference
Property,” and (i) the amount and kind of Reference Property that a holder of one share of Common Stock is
entitled to receive in the applicable Merger Event, or (ii) if as a result of the applicable Merger Event, each share of
Common Stock is converted into, or exchanged for, the right to receive more than a single type of consideration (determined
based in part upon any form of stockholder election), the per share of Common Stock weighted average of the amounts and kinds
of Reference Property received by the holders of Common Stock that affirmatively make such an election (disregarding, for
these purposes, any arrangement to deliver cash in lieu of any fractional security or other unit of Reference Property), a
 “Unit of Reference Property”) then, at the effective time of such Merger Event, Holders of each $1,000
principal amount of Notes shall be entitled thereafter to convert such Notes into the kind and amount of Reference Property
that a Holder of a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to such Merger
Event would have owned or been entitled to receive upon such Merger Event, and, prior to or at the effective time of such
Merger Event, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a
supplemental indenture providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however,
that at and after the effective time of the Merger Event, (x) the Company will continue to have the right to determine
the Settlement Method upon conversion of the Notes pursuant to Sections 4.03(a)(i) and (y) (i) any amount payable in cash
upon conversion of the Notes in accordance with Section 4.03 and 4.06 shall continue to be payable in cash, (ii) the number
of shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance
with Section 4.03 and 4.06 shall instead be deliverable in Units of Reference Property that a Holder of that number of shares
of Common Stock would have received in such Merger Event and (iii) the Daily VWAP and the Closing Sale Price will, to the
extent reasonably possible, be calculated based on the value of a Unit of Reference Property and the definitions of VWAP
Trading Day and VWAP Market Disruption Event shall be determined by reference to the components of a Unit of Reference
Property. The Company shall notify in writing the 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.


 


The Company shall not
become a party to any Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture described
in the immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the adjustments provided
for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor person. If, in the case
of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities
or other property or assets (including cash or any combination thereof) of a person other than the successor or purchasing person,
as the case may be, in such Merger Event, then such indenture shall also be executed by such other person.


 


If the Notes become
convertible into, or exchanged for Reference Property, the Company shall notify the Trustee and the Conversion Agent, and shall
issue a press release containing the relevant information (and make such press release available on the Company’s website).


 


(b)               Notice
of Supplemental Indentures. The Company shall cause written notice of the execution of such supplemental indenture to be
mailed to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Registrar,
within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of
such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive Merger Events.


 






    50


     


    

 


(c)              
Prior Notice. In addition, at least 20 Scheduled Trading Days before any Merger Event, the Company shall give notice
to Holders of such Merger Event, or, if the Company has not publicly announced such Merger Event at such time, as promptly as practicable
after publicly announcing such Merger Event. In any such notice, the Company shall also specify the composition of the Unit of
Reference Property for such Merger Event, or, if the Company has not determined the composition of such Unit of Reference Property
at such time, the Company will provide an additional written notice to Holders that states the composition of such Unit of Reference
Property as promptly as practicable after determining its composition.


 


(d)              
Cash Mergers. Notwithstanding anything to the contrary herein, if the consideration paid to holders of the Common
Stock in any Merger Event is comprised entirely of cash, then, for any conversion of Notes following such Merger Event, (i) the
consideration due upon the conversion of each $1,000 principal amount of Notes shall be solely in cash in an amount equal to the
Conversion Rate in effect on the Conversion Date (including any adjustment as set forth in Section 4.06), multiplied by the price
paid per share of Common Stock in such Merger Event and (ii) the Company’s conversion obligation will be determined and paid
to Holders in cash on the third Business Day following the applicable Conversion Date.


 


Section 4.08.                             
Certain Covenants.


 


(a)              
Reservation of Shares. The Company shall reserve and keep available at all times, free from preemptive rights, out
of its authorized but unissued Common Stock that is not committed for any other purpose, a number of shares of Common Stock at
least equal to the product of (i) the number of Notes then outstanding multiplied by (ii) the maximum Conversion Rate of 925.9259
shares of Common Stock, for the purpose of satisfying conversions of the Notes, which shall be sufficient to satisfy conversions
of all Outstanding Notes through Physical Settlement.


 


(b)              
Certain other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion
of Notes shall be newly issued shares or treasury shares, shall be issued in book-entry form, shall be duly authorized, validly
issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than
those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any shares
of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic
market on which the Common Stock is then listed or quoted.


 


Section 4.09.                             
Responsibility of Trustee.


 


The Trustee and
any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or
calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate,
or to confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent (if other
than the Company) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of
Common Stock or of any other securities or property that may at any time be issued or delivered upon the conversion of any
Notes; and the Trustee and the Conversion Agent (if other than the Company) make no representations with respect thereto.
Neither the Trustee nor any Conversion Agent (if other than the Company) 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 Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants
of the Company contained in this Article 4. The rights, privileges, protections, immunities and benefits given to the
Trustee, including without limitation its right to be compensated, reimbursed and indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.


 






    51


     


    

 


Section 4.10.                             
Notice of Adjustment.


 


Whenever the Conversion
Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent (if other than the
Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s
Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the
last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall
(i) issue a press release and make the press release available on the Company’s website and (ii) prepare a notice of such
adjustment of the Conversion Rate, in each case, setting forth the adjusted Conversion Rate and the date as of which each adjustment
becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to the Holder of each Note at his or
her last address appearing on the Register provided for in Section 2.06 of this Indenture, within 20 days after execution thereof.
Failure to issue such press release or deliver such notice shall not affect the legality, effectiveness or validity of any such
adjustment and shall not be an Event of Default under this Indenture.


 


Section 4.11.                             
Notice to Holders.


 


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


 






    52


     


    

 


(i)                
 Voluntary Increases. If the Company increases the Conversion Rate pursuant to Section 4.05(b), the Company shall
mail to the Holders with a copy to the Trustee and the Conversion Agent a notice of the increased Conversion Rate and the period
during which such increased Conversion Rate will be in effect at least 15 calendar days prior to the date the increased Conversion
Rate takes effect, in accordance with the applicable law.


 


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


 


(b)              
Notices After Certain Actions and Events. Whenever an adjustment to the Conversion Rate becomes effective pursuant
to Sections 4.04, 4.05 or 4.06, the Company will (i) file with the Trustee an Officer’s Certificate stating that such adjustment
has become effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver written notice
to the Holders stating that such adjustment has become effective and the Conversion Rate or conversion privilege as adjusted. Failure
to give any such notice, or any defect therein, shall not affect the validity of any such adjustment.


 


ARTICLE
5

COVENANTS


 


Section 5.01.                             
Payment of Principal and Special Interest and the Fundamental Change Purchase Price.


 


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


 


Section 5.02.                             
Maintenance of Office or Agency.


 


The Company will
maintain in the continental United States an office of the Paying Agent, an office of the Registrar and an office or agency
where Notes may be surrendered for conversion (“Conversion Agent”) and where notices and demands to or
upon the Company in respect of the Notes and this Indenture (other than the type contemplated by Section 12.14) 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 at the
Corporate Trust Office or the office or agency of the Trustee.


 






    53


     


    

 


The Company may also
from time to time designate as co-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 continental United States for
such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include
any such additional or other offices or agencies, as applicable.


 


The Company hereby
initially designates the Trustee as the Paying Agent, Registrar, Conversion Agent, and its Corporate Trust Office shall be considered
as one such office or agency of the Company for each of the aforesaid purposes. The Company or its Affiliates may act as Paying
Agent or Registrar.


 


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


 


Section 5.03.                             
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, subject to the provisions of this Section 5.03:


 


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


 


(ii)             
that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of,
any premium on, accrued and unpaid Special Interest, if any, on, or Fundamental Change Purchase Price for 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.


 






    54


     


    

 


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


 


(b)              
If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, any premium on,
accrued and unpaid Special Interest, if any, on, Fundamental Change Purchase Price for 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, any premium, accrued and unpaid Special
Interest, if any, or Fundamental Change Purchase Price, as the case may be, so becoming due and will promptly notify the Trustee
in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, premium
on, accrued and unpaid Special Interest on, or Fundamental Change Purchase Price for the Notes when the same shall become due and
payable.


 


(c)              
Anything in this Section 5.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining
a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in
trust by any Paying Agent hereunder as required by this Section 5.03, such sums to be held by the Trustee upon the trusts herein
contained and upon such payment by the any Paying Agent to the Trustee, such Paying Agent (if other than the Company) shall be
released from all further liability with respect to such sums.


 


(d)              
Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid Special Interest, if any, on,
or Fundamental Change Purchase Price for any Note and remaining unclaimed for two years after such principal, premium, accrued
and unpaid Special Interest, or Fundamental Change Purchase Price has become due and payable shall be paid to the Company on written
request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make
any such repayment, the Company shall 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, New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date
of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 






    55


     


    

 



 


Section 5.04.                             
Reports.


 


As long as any Notes
are outstanding, the Company shall (i) file with the Commission within the time periods prescribed by its rules and regulations
and (ii) furnish to the Trustee and the Holders within 15 calendar days after it is required to file the same with the Commission
pursuant to its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all quarterly
and annual financial information required to be contained in Forms 10-Q and 10-K and, with respect to the annual consolidated financial
statements only, a report thereon by the Company’s independent auditors. The Company shall not be required to file any report
or other information with the Commission if the Commission does not permit such filing, although such reports will be required
to be furnished to the Trustee. Any such report, information or document that the Company files with the Commission through the
EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee and the Holders for the purposes of this
Section 5.04 at the time of such filing through the EDGAR system (or such successor thereto). The Trustee shall have no duty to
make on behalf of the Company or monitor any such filing, nor shall the Trustee be required to verify or be liable for the accuracy
of such filings.


 


Delivery of any such
reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of
such reports, information and documents shall not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s Certificates) or any other agreement or document.


 


Section 5.05.                             
Statements as to Defaults.


 


The Company is required
to deliver to the Trustee (i) within 120 days after the end of each fiscal year ending December 31, an Officer’s Certificate
stating whether or not the signers thereof know of any default of the Company that occurred during the previous year and whether
the Company, to the Officer’s knowledge, is in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture and (ii) within 30 days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any events that would constitute Defaults or Events of Default, setting forth the details of such Defaults or Events
of Default, their status and the action the Company is taking or proposes to take in respect thereof. Such Officer’s Certificate
shall also comply with any additional requirements set forth in Section 5.07. The Trustee shall not be deemed to have notice of
any Default or Event of Default except in accordance with Section 11.02(i).


 


Section 5.06.                             
Special Interest Notice.


 


If Special
Interest is payable by the Company pursuant to Section 5.08 or Section 6.03, the Company shall deliver to the Trustee and the
Paying Agent an Officer’s Certificate, prior to the Special Interest Record Date for each applicable Special Interest
Payment Date, to that effect stating (a) the amount of such Special Interest that is payable and (b) the date on which such
interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no such Special Interest is payable. The Trustee shall have no
obligation to calculate or determine, or verify the Company’s calculations or determinations of, the amount of any
Special Interest payable by the Company under this Indenture. If the Company has paid Special Interest directly to the
Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars
of such payment.


 






    56


     


    

 


Section 5.07.                             
Compliance Certificate and Opinions of Counsel.


 


(a)              
Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied
with.


 


(b)              
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall
include:


 


(i)                
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;


 


(ii)             
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(iii)           
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(iv)            
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


(c)              
All applications, requests, certificates, statements or other instruments given under this Indenture shall be without personal
recourse to any individual giving the same and may include an express statement to such effect.


 


Section 5.08.                             
Special Interest.


 


(a)              
If, at any time, the Notes (other than Notes that are Restricted Notes) are not Freely Tradable, including pursuant to Rule
144 under the Securities Act, by Holders other than affiliates (within the meaning of Rule 144) of the Company or Holders that
were affiliates (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed
transfer (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company
shall pay Special Interest that will accrue on such Notes at the rate of 0.50% per annum of the principal amount of Notes then
Outstanding for each day during such period for which the restrictions on transfer are applicable.


 









    57


     


    

 


(b)              
 Such Special Interest that is payable under this Section 5.08 shall be payable in arrears on each Special Interest Payment
Date following accrual and will be separate and distinct from, and in addition to, any Special Interest that may accrue pursuant
to Section 6.03, subject to the limitations on the maximum annual rate of Special Interest set forth in Section 6.03(d).


 


(c)              
In no event shall Special Interest accruing pursuant to this Section 5.08 accrue on any day under the terms of this Indenture
(taking any such Special Interest pursuant to this Section 5.08 together with any Special Interest pursuant to Sections 6.03(a)
and 6.03(c)) at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be current
in respect of its Exchange Act reporting obligations.


 


Section 5.09.                             
Corporate Existence.


 


Subject to Article
9, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right
or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business
of the Company.


 


Section 5.10.                             
Restriction on Resales.


 


The Company shall not,
and shall procure that no “affiliate” (as defined under Rule 144) of the Company shall, resell any of the Notes that
have been reacquired by the Company or any such “affiliate” (as defined under Rule 144).


 


Section 5.11.                             
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.


 


Section 5.12.                             
Par Value Limitation.


 


The Company shall not
take any action that, after giving effect to any adjustment pursuant to Article 4, would result in the issuance of shares of Common
Stock for less than the par value of such shares of Common Stock.


 


Section 5.13.                             
Company to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish
or cause to be furnished to the Trustee:


 


(a)              
semi-annually, not later than the 10th day after each Special Interest Record Date, a list, in such form as the Trustee
may reasonably require, containing all the information in the possession or control of the Company, or any of its Paying Agents
other than the Trustee, of the names and addresses of the Holders, as of such preceding Special Interest Record Date, and


 









    58


     


    

 


(b)              
 at such other times as the Trustee may request in writing, within 15 days after the receipt by the Company of any such
request, a list of similar form and content as of a date the Trustee may reasonably require.


 


ARTICLE
6

REMEDIES


 


Section 6.01.                             
Events of Default.


 


Each of the following
events shall be an “Event of Default”:


 


(a)              
the Company’s failure to pay the principal of or any premium, if any, on any Note when due and payable on the Maturity
Date, upon declaration of acceleration or otherwise;


 


(b)              
the Company’s failure to comply with its obligations under Article 4 to pay or deliver the Settlement Amount owing
upon conversion of any Note (including any Additional Shares or cash in lieu thereof) within three Business Days of the date due;


 


(c)              
the Company’s failure to pay any Special Interest on any Note when due, and such failure continues for a period of
30 days;


 


(d)              
the Company’s failure to pay the Fundamental Change Purchase Price of any Note when due;


 


(e)              
the Company’s failure to issue a Fundamental Change Company Notice in accordance with the provisions of Section 3.02(a),
notice of a Make-Whole Fundamental Change in accordance with the provisions of Section 4.06(d) or notice of a distribution in accordance
with the provisions of Section 4.01(b)(i);


 


(f)               
the Company’s failure to perform any other covenant required by the Company in this Indenture (other than a covenant
or agreement a default in whose performance or whose breach is specifically addressed in Sections 6.01(a) through (e) above) and
such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of
the Notes then Outstanding (a copy of which notice, if given by Holders, must also to be given to the Trustee) has been received
by the Company;


 


(g)              
any indebtedness for money borrowed by, or any other payment obligation of, the Company or any of its Subsidiaries that
is a Significant Subsidiary of the Company (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary
of the Company), in an outstanding principal amount, individually or in the aggregate, in excess of $5.0 million (or its foreign
currency equivalent at the time) (i) is not paid at final maturity, upon required repurchase, upon redemption or when otherwise
due (except upon acceleration that does not result from such a failure to pay) or (ii) is accelerated or otherwise is declared
due and payable, unless, in the case of this clause (ii), such indebtedness is discharged or the acceleration is cured, waived
or rescinded within 30 days of the date on which such indebtedness was accelerated or was declared due and payable;


 









    59


     


    

 


(h)              
 the Company or any of its Subsidiaries that is a Significant Subsidiary of the Company (or any group of Subsidiaries that,
taken together, would constitute a Significant Subsidiary of the Company), fails to pay one or more final and non-appealable judgments
entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $5.0
million, provided that, no Event of Default will be deemed to occur under this clause (h) if such judgments are paid, discharged
or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or
(ii) the date on which all rights to appeal have been extinguished;


 


(i)                
the Company or any of its Significant Subsidiaries (or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary of the Company) (i) commences a voluntary case or other proceeding seeking the liquidation, reorganization
or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect; (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s or such Significant
Subsidiary of the Company’s property, (iii) consents 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, (iv) makes a general assignment for the benefit
of creditors, or (v) fails generally to pay its debts as they become due; or


 


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


 


Section 6.02.                             
Acceleration; Rescission and Annulment.


 


(a)              
If an Event of Default (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect
to the Company) occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then Outstanding may declare 100% of the principal of, premium, if any, and accrued and unpaid Special Interest, if any,
on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in Section 6.01(i) or Section
6.01(j) with respect to the Company occurs, 100% of the principal of, premium, if any, and accrued and unpaid Special Interest,
if any, on all Notes shall automatically become immediately due and payable.


 


(b)               Notwithstanding
anything to the contrary in Section 6.02(a), Section 6.04 or any other provision of this Indenture, if, at any time after the
principal of, and accrued and unpaid Special Interest, if any, on, the Notes shall have been so declared due and payable in
accordance with Section 6.02(a), and before any judgment or decree of a court of competent jurisdiction for the payment of
the monies due shall have been obtained, and each of the conditions set forth in the immediately following clauses (i), (ii)
and (iii) is satisfied:


 






    60


     


    

 


(i)             
the Company delivers or deposits with the Trustee the amount of cash sufficient to pay all matured installments of principal
and Special Interest, if any, upon all the Notes, and the principal of and accrued and unpaid Special Interest, if any, on all
Notes which shall have become due otherwise than by acceleration (with interest on such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified
in the Notes to the date of such payment or deposit), and such amount as shall be sufficient to pay the Trustee its compensation
and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents
and counsel);


 


(ii)             
rescission and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and


 


(iii)           
any and all Events of Default under this Indenture, other than the non-payment of the principal of the Notes that became
due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein,


 


then, the Holders of a majority of the
aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults
and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s
failure to pay principal (including the Fundamental Change Purchase Price) of, or any Special Interest on, any Notes), (b) the
Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period
set forth under Section 4.03(a) or (c) the Company’s failure to comply with any provision of this Indenture the modification
of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of
acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the
Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any Special Interest on, any
Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable
time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture
the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided,
that no such rescission or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any
right consequent on such Default or Event of Default.


 


Section 6.03.                             
Special Interest.


 


(a)               Notwithstanding
Section 6.02, to the extent the Company elects, the sole remedy for an Event of Default under Section 6.01(f) relating to the
Company’s failure to comply with Section 5.04 (such Event of Default, a “Reporting Event of
Default”), will, for the 180 days after the occurrence of such Reporting Event of Default, consist exclusively of
the right to receive Special Interest at an annual rate equal to (i) 0.25% per annum of the principal amount of the Notes
then Outstanding commencing on the date on which such a Reporting Event of Default first occurs and ending on the earlier of
the date such Reporting Event of Default is cured or waived or the 90th day following the occurrence of such Reporting Event
of Default and (ii) 0.50% per annum of the principal amount of such tranche of Notes outstanding commencing on the 91st day
following the occurrence of such Reporting Event of Default (if such Reporting Event of Default is continuing on such 91st
day) and ending on the earlier of the date such Reporting Event of Default is cured or waived or the 180th day following the
occurrence of such Reporting Event of Default.


 






    61


     


    

 


(b)              
If the Reporting Event of Default is continuing on the 181st day after the date on which such Reporting Event of Default
occurred, the Notes will be subject to acceleration as provided in Section 6.02(a).


 


(c)              
In order to elect to pay the Special Interest as the sole remedy during the first 180 days after the occurrence of a Reporting
Event of Default, the Company must notify all Holders of Notes, the Trustee and the Paying Agent in writing of such election on
or before the Close of Business on the fifth Business Day prior to the date on which such Reporting Event of Default would otherwise
occur. Upon the Company’s failure to timely give such notice of such election or to pay the Special Interest when due, the
Notes will be immediately subject to acceleration by declaration of the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes Outstanding as provided in Section 6.02. Nothing in this Section 6.03 shall affect the rights of Holders of
Notes in the event of the occurrence of any other Event of Default.


 


(d)              
In no event shall Special Interest accruing pursuant to Sections 6.03(a) and 6.03(c) accrue on any day under the terms of
this Indenture (taking any such Special Interest pursuant to Sections 6.03(a) and 6.03(c) together with any Special Interest pursuant
to Section 5.08) at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be
current in respect of its Exchange Act reporting obligations.


 


Section 6.04.                             
Waiver of Past Defaults.


 


Subject to Section
6.02(b), the Holders of not less than a majority of the aggregate principal amount of Notes then Outstanding, by written notice
to the Company and to the Trustee, may waive any Default or Event of Default (except for any Default or Event of Default arising
from (a) the Company’s failure to pay principal of, or any Special Interest on, any Notes, (b) the Company’s failure
to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section
4.03(a), or (c) the Company’s failure to comply with any provision of this Indenture the modification of which would require
the consent of the Holder of each Outstanding Note affected) and rescind any acceleration resulting from such Default or Event
of Default and its consequences; provided, that no such waiver will extend to or will affect any subsequent Default or Event
of Default or shall impair any right consequent on such Default or Event of Default.


 


Section 6.05.                             
Control by Majority.


 


The Trustee will
not be obligated to exercise any of its rights or powers at the request of the Holders unless such Holders have offered to
the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense. Subject to this
Indenture, applicable law and the Trustee’s indemnification, the Holders of a majority in aggregate principal amount of
the Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial
to the rights of any Holder.


 






    62


     


    

 


Section 6.06.                             
Limitation on Suits.


 


Subject to Section
6.07, no Holder will have any right to institute any proceeding under this Indenture, or for the appointment of a receiver or Trustee,
or for any other remedy under this Indenture or with respect to the Notes unless:


 


(a)              
the Holder has previously delivered to the Trustee written notice of a continuing Event of Default;


 


(b)              
the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes deliver to the Trustee a written
request that the Trustee pursue a remedy with respect to such Event of Default and have offered indemnity reasonably satisfactory
to the Trustee to institute such proceeding as Trustee;


 


(c)              
the Trustee has failed to institute a proceeding within 60 days after such notice, request and offer; and


 


(d)              
the Trustee has not received from the Holders of a majority in aggregate principal amount of the then Outstanding Notes
a direction inconsistent with such written request within 60 days after such notice, request and offer.


 


Section 6.07.                             
Rights of Holders to Receive Payment and to Convert.


 


Notwithstanding anything
to the contrary elsewhere in this Indenture, the above limitations set forth under Section 6.06 do not apply to a suit instituted
by a Holder for the enforcement of a payment of the principal (including the Fundamental Change Purchase Price, if applicable)
of, or any accrued and unpaid Special Interest on, any Note, on or after the applicable due date or the right to convert the Note
or to receive the Settlement Amounts due upon conversion in accordance with Article 4, and such right to receive any such payment
or delivery, as the case may be, on or after the applicable due dates shall not be impaired or affected without the consent of
such Holder. Payments of the Fundamental Change Purchase Price, principal and Special Interest, if any, that are not made when
due will accrue interest per annum at the then-applicable interest rate from the required payment date.


 


Section 6.08.                             
Collection of Indebtedness; Suit for Enforcement by Trustee.


 


If an Event of
Default specified in Section 6.01(a), 6.01(b), 6.01(c) or 6.01(d) occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of,
premium on, interest on, Fundamental Change Purchase Price for and the Settlement Amounts due upon the conversion of the
Notes and such further amount as is sufficient to cover the costs and expenses of collection, including the compensation and
reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, as well as any other amounts that may
be due under Section 11.06.


 






    63


     


    

 


Section 6.09.                             
Trustee May Enforce Claims Without Possession of Notes.


 


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


 


Section 6.10.                             
Trustee May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and
the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by
law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or deliverable
on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and, in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents
and counsel, including attorneys fees and expenses, and any other amounts due the Trustee under Section 11.06. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, including attorneys
fees and expenses, and any other amounts due the Trustee under Section 11.06 out of the estate in any such proceeding, will be
denied for any reason, payment of the same will be secured by a lien on, and is paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee
to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


 


Section 6.11.                             
Restoration of Rights and Remedies.


 


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


 






    64


     


    

 


Section 6.12.                             
Rights and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.13.                             
Delay or Omission Not a Waiver.


 


No delay or omission
of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article 6 or by law to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient
by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be.


 


Section 6.14.                             
Priorities.


 


If the Trustee collects
any money or property pursuant to this Article 6, it will pay out the money or property in the following order:


 


FIRST: to the Trustee,
its agents and attorneys for amounts due under Section 11.06, including payment of all compensation, expenses and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of collection;


 


SECOND: to the Holders,
for any amounts due and unpaid on the principal of, premium on, accrued and unpaid Special Interest on, the Fundamental Change
Purchase Price for and any cash due upon conversion of, any Note, without preference or priority of any kind, according to such
amounts due and payable on all of the Notes; and


 


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


 


The Trustee may fix
a record date and payment date for any payment to the Holders pursuant to this Section 6.14. If the Trustee so fixes a record date
and a payment date, at least 15 calendar days prior to such record date, the Trustee will deliver to each Holder (at the Company’s
cost and expense) a written notice, which notice will state such record date, such payment date and the amount of such payment.


 


Section 6.15.                             
Undertaking for Costs.


 


All parties to
this Indenture agree, and each Holder, by such Holder’s acceptance of a Note, shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.15
shall not apply to (i) any suit instituted by the Trustee, (ii) any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in aggregate principal amount of the Notes then Outstanding, (iii) any suit instituted
by any Holder for the enforcement of the payment of the principal (including the Fundamental Change Purchase Price) of, or
any Special Interest on, any Note on or after the applicable due date expressed or provided for in this Indenture, (iv) any
suit for the enforcement of the right to convert any Note or to receive the Settlement Amounts due upon conversion of any
Note in accordance with the provisions of Article 4, or (v) any suit for the enforcement of the right of a beneficial owner
to exchange its beneficial interest in a Global Note for a Physical Note if an Event of Default has occurred and is
continuing in accordance with Section 2.11.


 






    65


     


    

 


Section 6.16.                             
Waiver of Stay, Extension and Usury Laws.


 


The Company covenants
that, to the extent that it may lawfully do so, it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Company, to the extent that it may lawfully do so, hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but will instead suffer and permit the execution of every such
power as though no such law has been enacted.


 


Section 6.17.                             
Notices from the Trustee.


 


If a Default occurs
and is continuing and is known to the Trustee, the Trustee must send notice of such Default to each Holder within 90 days after
such Event of Default has occurred. Except in the case of a Default in the payment of the principal of, premium, if any, or Special
Interest on any Note or of a Default in the payment or delivery of the Settlement Amounts due upon conversion of any Note, the
Trustee may withhold notice if and so long as the Trustee in good faith determines that withholding notice is in the interests
of the Holders.


 


ARTICLE
7

SATISFACTION AND DISCHARGE


 


Section 7.01.                             
Discharge of Liability on Notes.


 


When (a) the
Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have
been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon
conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable,
an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the
Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes
(other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for
cancellation, including principal and any Special Interest due, accompanied, except in the event the Notes are due and
payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as
to the sufficiency of the deposited amount from an independent certified accountant or other financial professional
reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to
receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof
with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and
immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written
demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of
the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the
foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the Trustee,
including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered
by the Trustee in connection with this Indenture or the Notes.


 






    66


     


    

 


Section 7.02.                             
Deposited Monies to Be Held in Trust by Trustee.


 


Subject to Section
7.04, all monies deposited with the Trustee pursuant to Section 7.01 shall be held in trust for the sole benefit of the Holders
of the Notes, and such monies and shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including
the Company if acting as its own Paying Agent), to the Holders of the particular Notes for the payment of all sums or amounts due
and to become due thereon for principal and Special Interest, if any.


 


Section 7.03.                             
Paying Agent to Repay Monies Held.


 


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


 


Section 7.04.                             
Return of Unclaimed Monies.


 


Subject to the requirements
of applicable law, any monies deposited with or paid to the Trustee for payment of the principal of or Special Interest, if any,
on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two (2) years after the date upon which the
principal of or Special Interest, if any, on such Notes, as the case may be, shall have become due and payable, shall be repaid
to the Company by the Trustee on written demand, and all liability of the Trustee shall thereupon cease with respect to such monies;
and the Holders shall thereafter look only to the Company for any payment that such Holder may be entitled to collect unless an
applicable abandoned property law designates another person.


 






    67


     


    

 


Section 7.05.                             
Reinstatement.


 


If the Trustee or the
Paying Agent is unable to apply any monies in accordance with Section 7.02 by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 7.01 until such time as the
Trustee or the Paying Agent is permitted to apply all such amounts in accordance with Section 7.02; provided, however,
that if the Company makes any payment of Special Interest on, principal of or delivery in respect of any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
monies held by the Trustee or Paying Agent.


 


ARTICLE
8

SUPPLEMENTAL INDENTURES


 


Section 8.01.                             
Supplemental Indentures Without Consent of Holders.


 


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


 


(a)              
to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes;


 


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


 


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


 


(d)              
to secure the Notes;


 


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


 


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


 


(g)              
upon the occurrence of an event described in Section 4.07(a), solely (i) to provide that such Notes are convertible into
Reference Property, subject to the provisions in Sections 4.03 and 4.07, and (ii) to effect the related changes to the terms of
such Notes under Section 4.07.


 


Section 8.02.                             
Supplemental Indentures With Consent of Holders.


 


With the consent
of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Notes) and by Act of said
Holders delivered to the Company and the Trustee, the Company, and the Trustee may amend the Notes or enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture, and the Holder
of a majority in aggregate principal amount of the Outstanding Notes may waive the Company’s compliance with any
provision herein without notice to the other Holders; provided, however, that no such amendment, supplement or
waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:


 






    68


     


    

 


(a)              
change the stated Maturity Date of the principal of or any interest on the Notes;


 


(b)              
reduce the principal amount of or rate of Special Interest on the Notes;


 


(c)              
reduce the amount of principal payable upon acceleration of the Maturity Date of any Note;


 


(d)              
change the place or currency of payment of principal of or interest on any Note;


 


(e)              
impair the right of any Holder to receive payment of principal of and any Special Interest on its Notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on, or with respect to, such Holder’s Notes;


 


(f)               
modify the provisions with respect to the purchase rights of Holders as described in Section 3.01 in a manner adverse to
Holders or the provisions with respect to redemption rights of the Company as described under Article 10;


 


(g)              
modify the ranking provisions of this Indenture;


 


(h)              
make any change that impairs or adversely affects the right of Holders to convert their Notes; or


 


(i)                
make any change to the provisions of this Article 8 which require each Holder’s consent or in the waiver provisions
in Section 6.04 of this Indenture except to increase the percentage required for modification, amendment or waiver or to provide
for consent of each affected Holder of Outstanding Notes.


 


It shall not be necessary
for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act or consent shall approve the substance thereof.


 


Section 8.03.                             
Notice of Amendment or Supplement.


 


After an amendment
or supplement under this Article 8 becomes effective, the Company shall provide to the Holders a written notice briefly describing
such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not
impair or affect the validity of the amendment or supplement.


 






    69


     


    

 


Section 8.04.                             
Trustee to Sign Amendments, Etc.


 


The Trustee shall sign
any amendment or supplement authorized pursuant to this Article 8 if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment or supplement, the Trustee shall receive, and shall be fully protected in conclusively relying
upon, an Officer’s Certificate and an Opinion of Counsel provided at the expense of the Company providing that such amendment
or supplement is authorized or permitted by this Indenture and such amendment or supplement is a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms.


 


ARTICLE
9

SUCCESSOR COMPANY


 


Section 9.01.                            
Company May Consolidate, Etc. on Certain Terms.


 


Subject to the provisions
of Section 9.03, the Company shall not consolidate with, enter into a binding share exchange with, or merge with or into, another
Person or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety
to another Person, unless:


 


(a)              
the resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company,
is a corporation organized and existing under the laws of the U.S., any state of the U.S. or the District of Columbia and the Successor
Company expressly assumes, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee,
all of the obligations of the Company under the Notes and this Indenture;


 


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


 


(c)              
all other conditions specified in this Article 9 are met.


 


Upon any such consolidation,
merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person, the Successor
Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture.


 


Section 9.02.                             
Successor Corporation to Be Substituted.


 


In case of any
such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to
another Person and upon the assumption by the Successor Company (if other than the 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 premium (including any Fundamental Change Purchase Price), if any, and accrued and unpaid Special Interest,
if any, on all of the Notes, the due and punctual payment or delivery of any Settlement Amount 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 under this Indenture, such Successor Company shall succeed to and be substituted for, and may exercise every right
and power of, the Company under this Indenture, with the same effect as if it had been named herein as the party of the first
part; provided, however, that in the case of a sale, assignment, conveyance, transfer, lease or other
disposition to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company, the
Notes will remain convertible based on the Settlement Amount, in accordance with Section 4.03, but subject to adjustment (if
any) in accordance with Section 4.06. 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 such
consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer or other disposition to another Person
(but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or
any successor that shall thereafter have become such in the manner prescribed in this Article 9 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.


 






    70


     


    

 


In case of any such
consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person,
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 9.03.                             
Officer’s Certificate and Opinion of Counsel to Be Given to Trustee.


 


In the case of any
such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition pursuant
to Section 9.01, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such consolidation,
merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition 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 Indenture and an Opinion of Counsel stating that any such supplemental indenture is the valid, binding and enforceable
obligation of the Successor Company.


 






    71


     


    

 


ARTICLE
10







NO REDEMPTION


 


Section 10.01.                          
No Redemption.


 


The Company shall not
be permitted to redeem the Notes prior to May 1, 2023, and no sinking fund is provided for the Notes.


 


ARTICLE
11

THE TRUSTEE


 


Section 11.01.                          
Duties and Responsibilities of Trustee.


 


(a)              
The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which
has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care in its exercise as a prudent person would use in the conduct of his or her own affairs.


 


(b)              
Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:


 


(i)                
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and applicable
law, 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 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 which 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).


 


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


 


(i)                
this subsection (c) does not limit the effect of this Section 11.01;


 









    72


     


    

 


(ii)             
 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 the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)            
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 written direction of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding
determined as provided in Section 1.03 relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture;


 


(d)              
Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of,
or affording protection to, the Trustee shall be subject to the provisions of this Section 11.01.


 


(e)              
The Trustee shall not be liable in respect of any payment (as to the correctness or calculation 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-Registrar with respect to the Notes.


 


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


 


(g)              
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there
is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


 


Section 11.02.                          
Rights of the Trustee.


 


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


 


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


 


(c)              
The Trustee may consult with counsel of its own selection and any advice 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.


 









    73


     


    

 


(d)              
 The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and
during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory
to the Trustee against any loss, expenses and liabilities which may be incurred therein or thereby.


 


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


 


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


 


(g)              
The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.


 


(h)              
In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(i)                
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible
Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.


 


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


 


(k)               
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(l)                
The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 






    74


     


    

 


Section 11.03.                          
Trustee’s Disclaimer.


 


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 under this Indenture and the Trustee shall
not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of
the Notes.


 


Section 11.04.                         
Trustee or Agents May Own Notes.


 


The Trustee or any
Agent, 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 Trustee or Agent.


 


Section 11.05.                          
Monies to be Held in Trust.


 


Subject to the provisions
of Section 7.02, all monies and properties 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 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 or the investment of any money
received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee.


 


Section 11.06.                          
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 from time to time in writing between the Company and the Trustee, 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 (including the reasonable compensation and the expenses
and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance
as may arise from its own gross negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction.


 


The Company also
covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any
capacity under this Indenture and their respective agents for, and to hold each of them harmless from and against, any and
all loss, liability, claim, damage, cost or expense incurred without gross negligence or willful misconduct, as determined by
a final order of a court of competent jurisdiction on its own part and arising out of or in connection with the acceptance or
administration of this trust and the performance of its duties and/or the exercise of its rights hereunder or in any other
capacity hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company,
a Holder or any other Person) of liability in the premises. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, such consent not to be unreasonably withheld.


 






    75


     


    

 


 



 


The obligations of
the Company under this Section 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements
and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Company under this
Section 11.06 shall survive the payment of the Notes, the satisfaction and discharge of this Indenture and/or the resignation or
removal of the Trustee.


 


When the Trustee, any
Agent, and any of their respective agents incur expenses or render services after an Event of Default specified in Section 6.01(i)
and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses
of administration under any bankruptcy, insolvency or similar laws.


 


Section 11.07.                         
Officer’s Certificate as Evidence.


 


Subject to Section
11.01, 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 bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officer’s Certificate delivered to the Trustee.


 


Section 11.08.                         
Conflicting Interests of Trustee.


 


If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust Indenture Act (as if the Trust Indenture Act were applicable
hereto), the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, this Indenture.


 


Section 11.09.                         
Eligibility of Trustee.


 


There shall at all
times be a Trustee hereunder which shall be an entity organized and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to exercise corporate trustee power, which is subject to supervision
or examination by federal or state authorities and which has a combined capital and surplus of at least $50,000,000 (or if such
Person is a member of a bank holding company system, its bank holding company shall have 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 11.09 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 11.09, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


 






    76


     


    

 


Section 11.10.                         
Resignation or Removal of Trustee.


 


(a)              
The Trustee may at any time resign by giving written notice of such resignation to the Company and to the Holders of Notes.
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 thirty (30) days after
such notice of resignation is given to the Company and the Holders, the resigning Trustee may, upon ten (10) Business Days’
notice to the Company and the Holders, appoint a successor identified in such notice or may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor trustee, or, if any Holder who has been a bona fide Holder
of a Note or Notes for at least six (6) months may, subject to the provisions of Section 6.15, on behalf of himself 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 fail to comply with Section 11.08 after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Note or Notes for at least six (6) months;


 


(ii)             
the Trustee shall cease to be eligible in accordance with the provisions of Section 11.09 and shall fail to resign after
written request therefor by the Company or by any such Holder; or


 


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


 


then, in any such case,
the Company may 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 6.15, any Holder who has been a bona fide Holder of a Note or Notes for at least six (6)
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee; provided, however, that if no successor Trustee shall have been
appointed and have accepted appointment thirty (30) days after either the Company or the Holders has removed the Trustee, the Trustee
so removed may petition at the Company’s expense any court of competent jurisdiction for an 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 may at any time remove the Trustee
and nominate a successor trustee which shall be deemed appointed as successor trustee unless, within ten (10) days after
notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any Holder, or
if such Trustee so removed or any Holder fails to act, the Company, upon the terms and conditions and otherwise as in Section
11.10(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.


 






    77


     


    

 


(d)              
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section 11.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 11.11.


 


Section 11.11.                         
Acceptance by Successor Trustee.


 


Any successor trustee
appointed as provided in Section 11.10 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 amount
then due it pursuant to the provisions of Section 11.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property and funds 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 11.06.


 


No successor trustee
shall accept appointment as provided in this Section 11.11 unless, at the time of such acceptance, such successor trustee shall
be qualified under the provisions of Section 11.08 and be eligible under the provisions of Section 11.09.


 


Upon acceptance of
appointment by a successor trustee as provided in this Section 11.11, the Company (or the former trustee, at the written direction
of the Company) shall give or cause to be given notice of the succession of such trustee hereunder to the Holders of Notes in accordance
with Section 12.08(c). If the Company fails to give such notice within ten (10) days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be given at the expense of the Company.


 


Section 11.12.                         
Succession by Merger, Etc.


 


Any corporation
into which the Trustee may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any
merger, exchange or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee (including any trust created by 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 succeeding to all or substantially all of the corporate
trust business of the Trustee, such corporation shall be qualified under the provisions of Section 11.08 and eligible under
the provisions of Section 11.09.


 






    78


     


    

 


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 any authenticating agent appointed by such successor
trustee may authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shall have the
full force that is provided in the Notes or in this Indenture; provided, however, that the right to adopt the certificate of authentication
of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, exchange or consolidation.


 


Section 11.13.                         
[Reserved].


 


Section 11.14.                         
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 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 (3) Business Days after the date any officer of the Company 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 an omission), the Trustee shall have received written instructions in response to such application specifying
the action to be taken or omitted.


 


ARTICLE
12

MISCELLANEOUS


 


Section 12.01.                         
Effect on Successors and Assigns.


 


All agreements of the
Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent in this Indenture and the Notes will bind their
respective successors.


 


Section 12.02.                         
Governing Law.


 


This Indenture and
the Notes, and any claim, controversy or dispute arising under or related to this Indenture or the Notes, will 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
other than Section 5-1401 of the General Obligations Law).


 






    79


     


    

 


Section 12.03.                         
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 12.04.                         
No Incorporation by Reference of the Trust Indenture Act.


 


Notwithstanding any
other provision in this Indenture, no obligation or requirement under the Trust Indenture Act shall be applicable to the Company
under this Indenture.


 


Section 12.05.                         
Benefits of Indenture.


 


Nothing in this Indenture
or in the Notes, expressed or implied, will give to any Person, other than the parties hereto, any Agent or their successors hereunder
or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 12.06.                         
Calculations.


 


Neither the Trustee
nor any Agent shall be responsible for making any calculation with respect to any matter under this Indenture or the Notes. Except
as otherwise expressly provided in this Indenture, the Company and its designated agents shall be responsible for making all calculations
called for under this Indenture and the Notes. These calculations include, but are not limited to, determinations of any Fundamental
Change Purchase Price, the Closing Sale Prices of the Common Stock, and any Special Interest payable on the Notes, the Conversion
Rate, the Settlement Amount and the amount of Special Interest that may be payable by Company from time to time. The Company shall
make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The
Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and
the Conversion Agent and all other agents appointed by the Company herein are entitled to rely conclusively upon the accuracy of
the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to
any Holders upon the written request of that Holder.


 


Whenever the Company
is required to calculate or make adjustments to the Conversion Rate, the Company will do so to the 1/10,000th of a share of Common
Stock, rounding any additional decimal places up or down in a commercially reasonable manner.


 


Section 12.07.                         
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.


 






    80


     


    

 


Section 12.08.                         
Notices.


 


(a)              
Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, election, waiver or
Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,
the Company or the Trustee shall be in writing and delivered in person or mailed by first class mail, postage prepaid, overnight
courier or transmitted by facsimile transmission or electronic transmission in PDF format as follows:


 


(i)                
if to the Trustee by any Holder or by the Company, at its Corporate Trust Office;


 


(ii)             
if to the Company by the Trustee or by any Holder, at the address of its principal office at Teligent, Inc., 105 Lincoln
Avenue, Buena, NJ 08310, Attention: Timothy B. Sawyer, with a copy to K&L Gates LLP, 599 Lexington Avenue, New York City, New
York 10022, Attention: Whitney J. Smith, and to K&L Gates LLP, 300 South Tryon Street, Suite 1000, Charlotte, North Carolina
28202, Attention: Sean M. Jones.


 


(b)              
The Company or the Trustee, by notice given to the other in the manner provided in this Section 12.08, may designate additional
or different addresses for subsequent notices or communications.


 


(c)              
Notices to Holders will be sent to the address of each Holder as it appears in the Register. Notices will be deemed to have
been given on the date of mailing or electronic transmission to such Holder. Whenever a notice is required to be given by the Company,
such notice may be given by the Trustee on the Company’s behalf. With respect to Global Notes, notice shall be sufficiently
given if given to the Depositary for the Notes (or its designee), pursuant to customary procedures of such Depositary (and the
Company will make any notices the Company is required to give to Holders available on the Company’s website).


 


(d)              
Whenever the Company is required to deliver notice to the Holders, the Company will, by the date it is required to deliver
such notice to the Holders, deliver a copy of such notice to the Trustee and the Agents. Notices to the Trustee shall be deemed
given upon actual receipt thereof.


 


(e)               In
respect of this Indenture, the Trustee, in each of its capacities, including without limitation as the Trustee, Registrar,
Paying Agent and Conversion Agent, shall not have any duty or obligation to verify or confirm that the Person sending
instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a
Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of
the party purporting to send such electronic transmission; and the Trustee shall not have any liability for losses,
liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such
instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all
risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other
communications or information to the Trustee, including, without limitation the risk of the Trustee acting on unauthorized
instructions, notices, reports or other communications or information, and the risk of interception and misuse by third
parties.


 






    81


     


    

 


Section 12.09.                         
No Recourse Against Others.


 


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


 


Section 12.10.                         
Tax Withholding.


 


Nothing herein shall
preclude any tax withholding required by law or regulation. Each Holder agrees, and each beneficial owner of an interest in a Note
by its acquisition of such interest is deemed to agree, that if the Company or other applicable withholding agent pays withholding
taxes or backup withholding on behalf of the Holder or beneficial owner as a result of an adjustment to the Conversion Rate, the
Company or other applicable withholding agent may, at its option, set off such payments against payments of cash and shares of
Common Stock on the Note (or, in certain circumstances, against any payments on the Common Stock).


 


Section 12.11.                         
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 12.12.                         
U.S.A. Patriot Act.


 


The parties hereto
acknowledge that in accordance with Section 326 of the U.S.A. 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 U.S.A. Patriot Act.


 


Section 12.13.                         
Force Majeure.


 


In no event shall the
Trustee or any Agent 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, disasters, 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 which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 






    82


     


    

 


Section 12.14.                         
Submission to Jurisdiction.


 


(a)              
The Company hereby irrevocably consents to jurisdiction of the courts of the State of New York and the courts of the United
States of America located in the City of New York and the County of New York, over any suit, action or proceeding with respect
to this Indenture or the Notes or the transactions contemplated hereby. The Company waives any objection that it may have to the
venue of any suit, action or proceeding with respect to this Indenture or the Notes or the transactions contemplated hereby in
the courts of the State of New York or the courts of the United States of America, in each case, located in the City of New York
and County of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States
of America, in each case, located in the City of New York and County of New York was brought in an inconvenient court and agrees
not to plead or claim the same. The Company hereby irrevocably appoints Corporation Service Company, 1180 Avenue of the Americas,
Suite 210, New York, NY 10036, as its authorized agent in the State of New York upon which process may be served in any such suit
or proceedings, and agrees that service of process upon such agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain
such designation and appointment of such agent in full force and effect for the term of this Indenture. Nothing in this Indenture
shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by
applicable law.


 


Section 12.15.                         
Severability.


 


In case any provision
in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


[Remainder of the page intentionally left
blank]


 






    83


     


    




 


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


 


	 	Teligent, Inc.
	 	 	 
	 	By:	/s/ Timothy B. Sawyer
	 	Name:	Timothy B. Sawyer
	 	Title:	Chief Executive Officer
	 	 	 
	 	Wilmington Savings Fund Society, FSB, as Trustee
	 	 	 
	 	By:	/s/ Geoffrey J. Lewis
	 	Name:	Geoffrey J. Lewis
	 	Title:	Vice President



 






    84


     


    

 


SCHEDULE A


 


The following table
sets forth the number of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 4.06 based on the
hypothetical Stock Prices and the dates set forth below.


 


 


	 	 	Stock Price	 
	Effective
Date  	 	$1.08	 	 	$1.25	 	 	$1.50	 	 	$1.75	 	 	$2.00	 	 	$2.25	 	 	$2.50	 	 	$3.50	 	 	$4.50	 	 	$5.50	 
	9/23/2020	 	 	259.2593	 	 	 	191.2580	 	 	 	124.4501	 	 	 	83.3908	 	 	 	56.9350	 	 	 	39.3351	 	 	 	27.3199	 	 	 	5.9258	 	 	 	0.6537	 	 	 	0.0000	 
	5/1/2021	 	 	259.2593	 	 	 	189.1749	 	 	 	119.3072	 	 	 	77.2866	 	 	 	50.8914	 	 	 	33.8359	 	 	 	22.5330	 	 	 	3.8281	 	 	 	0.1524	 	 	 	0.0000	 
	5/1/2022	 	 	259.2593	 	 	 	175.1572	 	 	 	99.1346	 	 	 	56.7369	 	 	 	32.5347	 	 	 	18.5142	 	 	 	10.3204	 	 	 	0.3822	 	 	 	0.0000	 	 	 	0.0000	 
	5/2/2023	 	 	259.2593	 	 	 	133.3333	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 






     


     


    

 



 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[For Global Notes, include the following
legend (the “Global Notes Legend”):]


 


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


 


[For all Notes that are Restricted Notes,
include the following legend (the “Restricted Notes Legend”):]


 


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


 


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


 


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


 


(C)       TO
A 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.]


 






     


     


    

 


Teligent, Inc.


Zero Coupon Convertible Senior Notes due
2023


 


No.: [         ]


 


CUSIP:                           [●]


 


Principal

Amount                      $[          ]


 


[For Global Notes,
include the following: as revised by the Schedule of Increases and Decreases in the Global Note attached hereto]


 


Teligent, Inc., a Delaware
corporation (the “Company”), promises to pay to [          ]
[include “Cede & Co.” for Global Note] or registered assigns, the principal amount of [add principal
amount in words] $[          ] [For Global Notes, include the following:
as revised by the Schedule of Increases and Decreases in the Global Note attached hereto,] on May 1, 2023 (the “Maturity
Date”). This Note shall bear no interest other than any Special Interest and the principal amount of the Notes will not
accrete.


 


Special Interest Payment
Dates: May 1 and November 1.


 


Special Interest Record
Dates: April 15 and October 15.


 


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


 






     


     


    

 


IN WITNESS WHEREOF,
Teligent, Inc. has caused this instrument to be signed manually or by facsimile by one of its duly authorized Officers.





	 	Teligent, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


This is one of the
Notes referred to in the within-mentioned Indenture.


 


Dated:


 





	 	Wilmington Savings Fund Society, FSB, as trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


[FORM OF REVERSE OF NOTE]


 


Teligent, Inc.


Zero Coupon Convertible Senior Notes due
2023


 


This Note is one of
a duly authorized issue of securities of the Company (herein called the “Notes”), issued under the Indenture
dated as of September 22, 2020 by and between the Company and Wilmington Savings Fund Society, FSB, as trustee (herein called the
 “Trustee”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered.


 


This Note does not
benefit from a sinking fund. This Note is not subject to redemption prior to May 1, 2023.


 


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


 


As provided in and
subject to the provisions of the Indenture, the Holder hereof has the right, prior to the Close of Business on the Business Day
immediately preceding the Maturity Date, to convert this Note or a portion of this Note such that the principal amount of this
Note converted equals $1,000 or an integral multiple of $1,000, into cash, a number of shares of Common Stock or a combination
thereof determined in accordance with Article 4 of the Indenture and subject to adjustment as set forth therein.


 


As provided in and
subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price
for and the principal amount of, this Note to the Holder that surrenders this Note to the Paying Agent to collect such payments
in respect of this Note. The Company will pay cash amounts in money of the U.S. that at the time of payment is legal tender for
payment of public and private debts.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 






     


     


    

 


As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect
to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to the Note, the Holders of not
less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee,
and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity, and shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a
direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Note for the
enforcement of any payment of the principal hereof, premium, if any, or Special Interest, if any, hereon, the Fundamental Change
Purchase Price with respect to and the amount of cash, the number of shares of Common Stock or the combination thereof, as the
case may be, due upon conversion of this Note or after the respective due dates expressed in the Indenture.


 


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


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register, upon
surrender of this Note for registration of transfer to the Trustee, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized
in writing, and thereupon a new Note of this series and of like tenor for the same aggregate principal amount will be issued to
the designated transferee.


 


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


 


Subject to the rights
of the Holders as of the Special Interest Record Date to receive Special Interest on the related Special Interest Payment Date,
prior to due presentment of this Note for registration of transfer, the Company, the Trustee, the Agents and any of their respective
agents may treat the Person in whose name the Note is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and neither the Company, the Trustee, the Agents nor any agents shall be affected by notice to the contrary.


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants
by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and
U/G/M/A (= Uniform Gift to Minors Act).


 






     


     


    

 


Upon the issuance of
any new Note, the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including fees and expenses of the Trustee) connected therewith.


 


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


 


 






     


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To:                Teligent, Inc.


 


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


 


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


 


Principal amount to be converted (if less
than all):


 


$ __________


 


Dated: __________


 


Signature(s)


(Sign exactly as your name appears on the other side
of this Note)


 


Signature Guarantee


(Signature(s) must be guaranteed by an institution
which is a member of one of the following recognized signature Guarantee Programs:


(i) The Notes Transfer Agent Medallion Program (STAMP);
(ii) The New York Stock Exchange Medallion Program (MNSP); (iii) another guarantee program acceptable to the Trustee.)


 






     


     


    

 


Fill in if a check is to be issued, or
shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered Holder.


 


(Name)


 


(Address)


 


Please print name and address

(including zip code)


 


(Social Security or other Taxpayer

Identifying Number)


 


Dated: __________


 


Signature(s)

(Sign exactly as such Person’s name appears above)


 


Signature Guarantee

(Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

(i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock
Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.)


 


 






     


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE]


 


To:         Teligent, Inc.


 


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


 


Principal amount to be purchased (if less
than all):


 


$


 


Certificate number (if Notes are in certificated
form)


 


Dated: __________


 


 


Signature(s)


(Sign exactly as your name appears on the other side
of this Note)


 


Social Security or Other Taxpayer Identification Number


 






     


     


    

 



 


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 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 for such Note, as defined in the Indenture governing such
Note, the undersigned confirms that such Note is being transferred:


 


		  ̈	To Teligent, Inc. or a subsidiary thereof; or



 


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



 


		  ̈	To a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933,
as amended; or



 


		  ̈	Pursuant to an exemption from registration provided by 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.



 


[TO BE SIGNED BY PURCHASER IF THE SECOND,
THIRD OR FOURTH BOX ABOVE IS CHECKED]


 


[Include if the second, third or fourth
box above is checked] [The undersigned (on the immediately following signature line) represents and warrants that it is not,
and has not been for the immediately preceding three months, an “affiliate” (as defined in Rule 144 under the Securities
Act of 1933, as amended) of Teligent, Inc.]


 


[Include if the third box above is checked]
[The undersigned (on the immediately following signature line) represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon
the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.]


 


[Date: _____________________________
   Signed: _____________________________ ]


 


Unless one of the above boxes is
checked, the Trustee and Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided that, if the fourth box is checked, the Company may require, prior
to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other
information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act.


 






     


     


    

 


If none of the foregoing boxes is checked,
the Trustee or Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless
and until the conditions to any such transfer of registration set forth herein and in Section 2.11 of the Indenture shall have
been satisfied.


 


Dated:


__________________________________________


Signature(s)


(Sign exactly as your name appears on the
other side of this Note)


 


__________________________________________


Signature Guarantee


(Signature(s) must be guaranteed by an
institution which


is a member of one of the following recognized
signature


Guarantee Programs: (i) The Notes Transfer
Agent


Medallion Program (STAMP); (ii) The New
York Stock


Exchange Medallion Program (MNSP); (iii)
The Stock


Exchange Medallion Program (SEMP) or (iv)
another


guarantee program acceptable to the Trustee)





 






     


     


    

 


ATTACHMENT 4


 


[Insert for Global Note]


 


 


SCHEDULE OF INCREASES AND DECREASES IN THE
GLOBAL NOTE

Initial Principal Amount of Global Note: $[          ]


 


	Date 	 	Amount of Increase
 in Principal Amount
 of Global Note 	 	Amount of Decrease
 in Principal Amount 
 of Global Note 	 	Principal Amount of
 Global Note After
 Increase or Decrease 	 	Notation by
 Registrar, Note 
 Custodian or 
 authorized signatory 
 of Trustee 
	 	 	 	 	 	 	 	 	 




 






     


     


    

 


EXHIBIT B


 


[FORM OF FREE TRANSFERABILITY CERTIFICATE]


 


Officer’s Certificate


 


[date]


 


[NAME OF OFFICER], the [TITLE] of Teligent,
Inc., a Delaware corporation (the “Company”) does hereby certify, in connection with the occurrence of the Free
Trade Date on [date] in respect of $[add principal amount] of the Company’s Zero Coupon Convertible Senior Notes due 2023
(CUSIP: [_____]) (the “Notes”) pursuant to the terms of the Indenture, dated as of September 22, 2020 (as may
be amended or supplemented from time to time, the “Indenture”), by and among the Company, the Subsidiary Guarantors
named therein, and Wilmingon Savings Fund Society, FSB (the “Trustee”), that:


 


		1.	The undersigned is permitted to sign this “Officer’s Certificate” on behalf of
the Company, as the term “Officer’s Certificate” is defined in the Indenture.



 


		2.	The undersigned has read, and thoroughly examined, the Indenture and the definitions therein relating
thereto.



 


		3.	In the opinion of the undersigned, the undersigned has made such examination as is necessary to
enable the undersigned to express an informed opinion as to whether or not all conditions precedent to the removal of the Restricted
Notes Legend described herein from the Notes as provided for in the Indenture have been complied with.



 


		4.	To the best knowledge of the undersigned, all conditions precedent described herein as provided
for in the Indenture and, in the case of Global Notes, the Applicable Procedures have been complied with.



 


		5.	The Resale Restriction Termination Date for the Notes is the date of this Officer’s Certificate.
The Company is satisfied that the Notes are not subject to the restrictions set forth in the Restricted Notes Legend and Section
2.07 of the Indenture.



 


In accordance with
Section 2.08 of the Indenture, the Company hereby advises you as follows:


 


		1.	The Restricted Notes Legend set forth on the Notes shall be deemed removed from the Notes in accordance
with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of the Holders.



 


		2.	The restricted CUSIP number for the Notes shall be deemed removed from the Notes and replaced with
an unrestricted CUSIP number, which unrestricted CUSIP number shall be [______], in accordance with the terms and conditions of
the Notes and as provided in the Indenture, without further action on the part of the Holders.
	 	 	 



 


Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the Indenture.


 









     


     


    




 


IN WITNESS WHEREOF,
the undersigned signed this Officer’s Certificate as of the date written above.


 


	 	Teligent, Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT C


 


[FORM OF RESTRICTED STOCK LEGEND]


 


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 TELIGENT, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) (X) THAT IS AT LEAST ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE COMPANY’S ZERO COUPON
CONVERTIBLE SENIOR NOTES DUE 2023 OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO, AND (Y) ON WHICH THE COMPANY HAS INSTRUCTED THE TRUSTEE FOR THE COMPANY’S ZERO COUPON CONVERTIBLE SENIOR
NOTES DUE 2023 THAT THE RESTRICTIONS DESCRIBED IN THE LEGEND WILL NO LONGER APPLY IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE GOVERNING THE COMPANY’S ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2023, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED (OR HAS BECOME) EFFECTIVE UNDER
THE SECURITIES ACT THAT COVERS RESALE OF THE SHARES OF COMMON STOCK UNDERLYING THE COMPANY’S ZERO COUPON CONVERTIBLE SENIOR
NOTES DUE 2023, 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 (IF
AVAILABLE) 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, AND THE TRANSFER
AGENT WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SECURITIES ACQUIRED BY A PURCHASER EXCEPT UPON PRESENTATION
OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT THAT THE RESTRICTIONS SET FORTH HEREIN HAVE BEEN COMPLIED WITH. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.