Exhibit 4.1


 


EXECUTION VERSION





 



 


SOLAREDGE TECHNOLOGIES, INC.


 


AND


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of September 25, 2020


0.000% Convertible Senior Notes due
2025


 





 







    


     


    

 


TABLE OF CONTENTS


 


PAGE


 


	Article
    I
	 
	DEFINITIONS
	 
	Section 1.01	Definitions	1
	Section 1.02	References to Interest	12
	 	 	 
	Article
    II 

    

    ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES
	 
	Section 2.01	Designation and Amount	12
	Section 2.02	Form of Notes	12
	Section 2.03	Date and Denomination of Notes; Payments of
    Special Interest and Defaulted Amounts	13
	Section 2.04	Execution, Authentication and Delivery of Notes	14
	Section 2.05	Exchange and Registration of Transfer of Notes;
    Restrictions on Transfer; Depositary	15
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	21
	Section 2.07	Temporary Notes	22
	Section 2.08	Cancellation of Notes Paid, Converted, Etc.	22
	Section 2.09	CUSIP Numbers	23
	Section 2.10	Additional Notes; Repurchases	23
	 	 	 
	Article
    III

    

    SATISFACTION AND DISCHARGE
	 
	Section 3.01	Satisfaction and Discharge	23
	 	 	 
	Article
    IV 

    

    PARTICULAR COVENANTS OF THE COMPANY
	 
	Section 4.01	Payment of Principal and Special Interest	24
	Section 4.02	Maintenance of Office or Agency	24
	Section 4.03	Appointments to Fill Vacancies in Trustee’s
    Office	25
	Section 4.04	Provisions as to Paying Agent	25
	Section 4.05	Existence	26
	Section 4.06	Rule 144A Information Requirement and Annual
    Reports	26
	Section 4.07	Stay, Extension and Usury Laws	28
	Section 4.08	Compliance Certificate; Statements as to Defaults	28
	Section 4.09	Further Instruments and Acts	29



 






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	Article
    V 
	 
	LISTS
    OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 
	Section 5.01	Lists of Holders	29
	Section 5.02	Preservation and Disclosure of Lists	29
	 	 	 
	Article
    VI 

    

    DEFAULTS AND REMEDIES
	 
	Section 6.01	Events of Default	29
	Section 6.02	Acceleration; Rescission and Annulment	31
	Section 6.03	Special Interest	32
	Section 6.04	Payments of Notes on Default; Suit Therefor	33
	Section 6.05	Application of Monies Collected by Trustee	34
	Section 6.06	Proceedings by Holders	35
	Section 6.07	Proceedings by Trustee	36
	Section 6.08	Remedies Cumulative and Continuing	36
	Section 6.09	Direction of Proceedings and Waiver of Defaults
    by Majority of Holders	36
	Section 6.10	Notice of Defaults	37
	Section 6.11	Undertaking to Pay Costs	37
	 	 	 
	Article
    VII 

    

    CONCERNING THE TRUSTEE
	 
	Section 7.01	Duties and Responsibilities of Trustee	37
	Section 7.02	Reliance on Documents, Opinions, Etc.	39
	Section 7.03	No Responsibility for Recitals, Etc.	40
	Section 7.04	Trustee, Paying Agents, Conversion Agents, Bid
    Solicitation Agent or Note Registrar May Own Notes	40
	Section 7.05	Monies and Shares of Common Stock to Be Held
    in Trust	41
	Section 7.06	Compensation and Expenses of Trustee	41
	Section 7.07	Officer’s Certificate or Opinion of Counsel
    as Evidence	42
	Section 7.08	Eligibility of Trustee	42
	Section 7.09	Resignation or Removal of Trustee	42
	Section 7.10	Acceptance by Successor Trustee	43
	Section 7.11	Succession by Merger, Etc.	44
	Section 7.12	Trustee’s Application for Instructions
    from the Company	44
	 	 	 
	Article
    VIII 

    

    CONCERNING THE HOLDERS
	 
	Section 8.01	Action by Holders	45
	Section 8.02	Proof of Execution by Holders	45



 






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	Section 8.03	Who Are Deemed Absolute Owners	45
	Section 8.04	Company-Owned Notes Disregarded	46
	Section 8.05	Revocation of Consents; Future Holders Bound	46
	 	 	 
	Article
    IX 

    

    HOLDERS’ MEETINGS
	 
	Section 9.01	Purpose of Meetings	46
	Section 9.02	Call of Meetings by Trustee	47
	Section 9.03	Call of Meetings by Company or Holders	47
	Section 9.04	Qualifications for Voting	47
	Section 9.05	Regulations	47
	Section 9.06	Voting	48
	Section 9.07	No Delay of Rights by Meeting	48
	 	 	 
	Article
    X 

    

    SUPPLEMENTAL INDENTURES
	 
	Section 10.01	Supplemental Indentures Without Consent of Holders	49
	Section 10.02	Supplemental Indentures with Consent of Holders	50
	Section 10.03	Effect of Supplemental Indentures	51
	Section 10.04	Notation on Notes	51
	Section 10.05	Evidence of Compliance of Supplemental Indenture
    to Be Furnished Trustee	51
	 	 	 
	Article
    XI 

    

    CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
	 
	Section 11.01	Company May Consolidate, Etc. on Certain Terms	51
	Section 11.02	Successor Corporation to Be Substituted	52
	Section 11.03	Officer’s Certificate and Opinion of Counsel
    to Be Given to Trustee	53
	 	 	 
	Article
    XII 

    

    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 
	Section 12.01	Indenture and Notes Solely Corporate Obligations	53



 






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	Article
    XIII 

    

    [INTENTIONALLY OMITTED]
	 
	Article
    XIV

    

    CONVERSION OF NOTES
	 
	Section 14.01	Conversion Privilege	53
	Section 14.02	Conversion Procedure; Settlement Upon Conversion	56
	Section 14.03	Increased Conversion Rate Applicable to Certain
    Notes Surrendered in Connection with Make-Whole Fundamental Changes	60
	Section 14.04	Adjustment of Conversion Rate	62
	Section 14.05	Adjustments of Prices	72
	Section 14.06	Shares to Be Fully Paid	72
	Section 14.07	Effect of Recapitalizations, Reclassifications
    and Changes of the Common Stock	72
	Section 14.08	Certain Covenants	74
	Section 14.09	Responsibility of Trustee	75
	Section 14.10	Notice to Holders Prior to Certain Actions	75
	Section 14.11	Stockholder Rights Plans	76
	Section 14.12	Exchange in Lieu of Conversion	76
	 	 	 
	Article
    XV 

    

    REPURCHASE OF NOTES AT OPTION OF HOLDERS
	 
	Section 15.01	Intentionally Omitted	77
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental
    Change	77
	Section 15.03	Withdrawal of Fundamental Change Repurchase
    Notice	79
	Section 15.04	Deposit of Fundamental Change Repurchase Price	80
	Section 15.05	Covenant to Comply with Applicable Laws Upon
    Repurchase of Notes	80
	 	 	 
	Article
    XVI

    

    NO OPTIONAL REDEMPTION
	 
	Section 16.01	No Optional Redemption	81
	 	 	 
	Article
    XVII 

    

    MISCELLANEOUS PROVISIONS
	 
	Section 17.01	Provisions Binding on Company’s Successors	81
	Section 17.02	Official Acts by Successor Corporation	81
	Section 17.03	Addresses for Notices, Etc	81
	Section 17.04	Governing Law; Jurisdiction	82



 






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	Section 17.05	Evidence of Compliance with Conditions Precedent;
    Certificates and Opinions of Counsel to Trustee	83
	Section 17.06	Legal Holidays	83
	Section 17.07	No Security Interest Created	83
	Section 17.08	Benefits of Indenture	83
	Section 17.09	Table of Contents, Headings, Etc	83
	Section 17.10	Authenticating Agent	83
	Section 17.11	Execution in Counterparts	84
	Section 17.12	Severability	85
	Section 17.13	Waiver of Jury Trial	85
	Section 17.14	Force Majeure	85
	Section 17.15	Calculations	85
	Section 17.16	U.S.A. Patriot Act	86



 








	Exhibit A – Form of Note


 






    v


     


    

 



  


INDENTURE, dated as of September 25, 2020,
between SOLAREDGE TECHNOLOGIES, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth
in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”,
as more fully set forth in Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 0.000% Convertible Senior Notes due 2025 (the “Notes”),
initially in an aggregate principal amount not to exceed $632,500,000, and in order to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I


 


DEFINITIONS


 


Section 1.01       
Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder,” and words
of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Unless the
context otherwise requires, “or” is not inclusive, “including” means “including without limitation”
and terms defined in this Article include the plural as well as the singular.


 


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


 






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“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


“Common Stock” means the
common stock of the Company, par value $0.0001 per share, at the date of this Indenture, subject to Section 14.07.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 600, New York, NY 10005, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust
office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to
the Holders and the Company).


 


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


 


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


 


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


 


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


 




    3


     


    

 


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


 


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


 


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


 


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


 


“Defaulted Amounts” means
any amounts on any Note (including the Fundamental Change Repurchase Price, principal and Special Interest, if any) that are payable
but have not been paid or duly provided for.


 


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


 


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


 


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


 


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


 


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


 


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


 




    4


     


    

 


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


 


“Expiration Date” shall
have the meaning specified in Section 14.04(e).


 


“Form of Assignment and Transfer”
shall mean the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note.


 


“Form of Fundamental Change Repurchase
Notice” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form
of Note.


 


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


 


“Form of Notice of Conversion”
shall mean the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note.


 


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


 


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


 


(b)              
the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting
from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other
securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common
Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction
or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken
as a whole, to any Person other than one of the Company’s wholly owned Subsidiaries; provided, however, that
neither (i) a transaction described in clauses (A) or (B) in which the holders of all classes of the Company’s Common Equity
immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing
or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions,
relative to one another, as such ownership immediately prior to such transaction nor (ii) any merger or consolidation of the Company
solely for the purpose of changing the Company’s jurisdiction of incorporation that results in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity, shall be a Fundamental
Change pursuant to this clause (b);


 


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


 




    5


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  




    6


     


    

 


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


 


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


 


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


 


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


 


“Maturity Date” means
September 15, 2025.


 


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


 


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


 


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


 


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


 


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


 


“Observation Period” with
respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to June 15, 2025, the 40
consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;
and (ii) if the relevant Conversion Date occurs on or after June 15, 2025, the 40 consecutive Trading Days beginning on, and including,
the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 




    7


     


    

 


“Offering Memorandum”
means the preliminary offering memorandum dated September 22, 2020, as supplemented by the related pricing term sheet dated September
22, 2020, relating to the offering and sale of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)              
Notes converted pursuant to Article XIV and required to be canceled pursuant to Section 2.08; and


 


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


 




    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    9


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Special Interest Payment Date”
means, if and to the extent that Special Interest is payable on the Notes, each March 15 and September 15 of each year, beginning
on March 15, 2021 (if Special Interest is then payable).


 


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


 


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


 


“Specified Transaction”
shall have the meaning specified in Section 14.07(a).


 


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


 


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


 


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


 


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


 




    10


     


    

 



 


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


 


“Trading Price” of the
Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent
for $2,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three
independent nationally recognized securities dealers the Company selects for this purpose; provided that if three such
bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids
shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used.
If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from a nationally
recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination
date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate.


 


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


 


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


 


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


 


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


 






    11 


     


    

 





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


 


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


 


Section 1.02       
References to Interest. All references to interest on, or in respect of, any Note in this Indenture shall
be deemed to refer solely to Special Interest if, in such context, Special Interest is, was or would be payable pursuant to any
of Section 4.06(d), Section 4.06(e) and Section 6.03.


 


Article
II



ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01       
Designation and Amount. The Notes shall be designated as the “0.000% Convertible Senior Notes due 2025.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $632,500,000,
subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes pursuant to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02 and Section 15.04.


 


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


 


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


 


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


 






    12 


     


    

 


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


 


Section 2.03       
Date and Denomination of Notes; Payments of Special Interest and Defaulted Amounts. (a) The Notes shall be issuable
in registered form without coupons in minimum denominations of $1,000 principal amount and multiples of $1,000 in excess thereof.
Each Note shall be dated the date of its authentication and shall not bear regular interest and the principal amount of the Notes
will not accrete in connection with regular interest. Special Interest on the Notes, if any, shall be computed on the basis of
a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month.


 


(b)              
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business
on any Special Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive any interest
payable on such Special Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be
payable at the office or agency of the Company maintained by the Company for such purposes in the United States of America, which
shall initially be the office of the Trustee located in the United States of America, or any other office or agency located in
the United States of America so designated by the Trustee and (y) in the case of any Global Note, shall be payable by wire transfer
of immediately available funds to the account of the Depositary or its nominee. The Company shall pay Special Interest, if any,
(i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by
check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical
Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon application
by such a Holder to the Note Registrar not later than the relevant Special Interest Record Date, by wire transfer in immediately
available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder
notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available
funds to the account of the Depositary or its nominee.


 


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


 






    13 


     


    

 


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


 


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


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder, other than delivery of an
Officer’s Certificate pursuant to Section 17.05.


 






    14 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    15 


     


    

 


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


 


None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes,
or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article XV.


 


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


 


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


 


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


 






    16 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 






    17 


     


    

 


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


 


Any Note (or security issued in exchange
or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon
surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by
this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian
in writing to so surrender any Global Note as to which such restrictions on transfer shall have expired in accordance with their
terms for exchange, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global
Note so exchanged therefor shall not bear the restrictive legend specified in this Section 2.05(c) and shall not be assigned a
restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction
Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon
conversion of the Notes has been declared effective under the Securities Act.


 


Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole
or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary and (ii) for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant
in, the Depositary (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the
Depositary in accordance with customary procedures of the Depositary and in compliance with this Section 2.05(c).


 


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


 


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


 






    18 


     


    

 


Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
Upon execution and authentication, the Trustee shall deliver at the Company’s expense such Physical Notes to the Persons
in whose names such Physical Notes are so registered.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Any such Common Stock as to which such
restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing
such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged
for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive
legend required by this Section 2.05(d).


 






    20 


     


    

 



  


(e)              
 Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate
of the Company may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities
Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results
in such Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).
Except as provided for in Section 2.10, the Company shall cause any Note that is repurchased or owned by it to be surrendered
to the Trustee for cancellation in accordance with Section 2.08.


 


(f)               
Neither the Note Registrar nor the Trustee shall 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.


 


(g)              
Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the
Depositary.


 


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


 


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




 




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


 


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


 


Section 2.08       
Cancellation of Notes Paid, Converted, Etc. Except as provided for in Section 2.10, the Company shall cause all
Notes surrendered for the purpose of payment, repurchase, registration of transfer or exchange or conversion, if surrendered to
any Person other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered
to the Trustee for cancellation. All Notes delivered to the Trustee and accompanied by a cancellation order from the Company shall
be canceled promptly by it, and no Notes shall be authenticated in exchange therefor except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after
such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company
Order.


 




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


 


Section 2.10       
Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01,
reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (except
for the issue date and issue price) in an unlimited aggregate principal amount; provided that if any such additional Notes
are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional
Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver
to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and
Opinion of Counsel to cover such matters applicable to the issuance of additional Notes, in addition to those required by Section
17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes
are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries
or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled
swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled
swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08.


 


Article
III


 


SATISFACTION
AND DISCHARGE


 


Section 3.01       
Satisfaction and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s
Certificate be discharged and shall cease to be of further effect, and the Trustee, at the expense of the Company, shall execute
such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture and the Notes,
when (A) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.06 and (y) Notes for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 4.04(d)) have been delivered to the Trustee for cancellation; (ii) the Company has deposited cash sufficient
to pay all of the outstanding Notes with the Trustee or delivered to Holders, as applicable, in each case after all of the outstanding
Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date or otherwise and/or (iii)
all of the outstanding Notes have been converted (and the related Settlement Amounts have been determined in accordance with Article
XIV) and the Company has deposited cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the
Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and/or satisfy all conversions, as the case
may be, with the Trustee or delivered to Holders, as applicable, in each case and paying all other sums due and payable under
this Indenture by the Company; (B) the Trustee has received irrevocable direction from the Company to make a payment on the Notes;
and (C) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section
7.06 shall survive.


 




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Article
IV


 


PARTICULAR
COVENANTS OF THE COMPANY


 


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


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal, premium or Special Interest payments hereunder.


 


Section 4.02       
Maintenance of Office or Agency. The Company will maintain in the United States of America an office or agency where
the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying
Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be made. 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 in the United States of America, or any other
office or agency in the United States of America so designated by the Trustee as a place where Notes may be presented for payment
or for registration of transfer.


 


The Company may also from time to time
designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America so designated
by the Trustee as a place 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.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


(e)              
Upon the occurrence of any Event of Default specified in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically
be the Paying Agent.


 


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


 


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


  




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(b)              
 The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission (giving
effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that the Company
is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents
or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Any such document
or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with
the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system, it being understood
that the Trustee shall have no liability or responsibility for the filing, content or timeliness of any such filings nor any responsibility
for determining whether such filings have been made.


 


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


 


(d)              
If, at any time during the six-month period beginning on, and including, the date that is six months after the last date
of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods
thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders
other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months
preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company
shall pay Special Interest on the Notes. Such Special Interest shall accrue on the Notes at the rate of 0.50% per annum of the
principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred
and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates (or Holders that have been the Company’s Affiliates at any time during the three months preceding) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports
that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act do
not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange
Act.


  


(e)              
If the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted
CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months preceding (without restrictions pursuant
to U.S. securities laws or the terms of this Indenture or the Notes) as of the 375th day after the last date of original issuance
of the Notes, the Company shall pay Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of
Notes outstanding for each day from, and including, such 375th day until the restrictive legend on the Notes has been removed
in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to
Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time
during the three months preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the
Notes; provided, however, that no such Special Interest shall accrue or be owed until the fifth Business Day following
written notification to the Company by the Trustee or any Holder or beneficial owner of the Notes requesting that the Company
complies with its obligations described in this Section 4.06(e) (which notice may be given at any time after the 330th day after
the last date of original issuance of the Notes), it being understood and agreed that in no event shall Special Interest accrue
or be owed for any period prior to the 375th day after the last date of original issuance of the Notes. The restrictive legend
on the Notes will be deemed to be removed pursuant to the terms of this Indenture upon notice by the Company to the Trustee, and,
at such time, the Notes will be automatically assigned an unrestricted CUSIP.


 




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


 


(g)              
In no event shall Special Interest accrue under the terms of this Indenture (aggregating any Special Interest payable pursuant
to Section 4.06(d) or Section 4.06(e) with any Special Interest payable pursuant to Section 6.03) at a rate per year in excess
of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay such Special Interest.


 


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


 


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


 


Section 4.08       
Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s
Certificate stating whether the signers thereof have knowledge of any Default that has occurred and, if so, specifying each such
Default and the nature thereof.




 




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


 


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


 


Article
V


 


LISTS
OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01       
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee
or any Paying Agent (i) if and at all such times when Special Interest is payable on the Notes pursuant to this Indenture, not
more than 15 days prior to each March 1 and September 1 in each year (if Special Interest is then payable as set forth hereunder)
beginning with March 1, 2021, and (ii) at such other times as the Trustee may request in writing, within 30 days after receipt
by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely
provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order
to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so
long as the Trustee is acting as Note Registrar.


 


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


 


Article
VI


 


DEFAULTS
AND REMEDIES


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(g)              
default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of
$37,500,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii)
constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required
repurchase, upon declaration of acceleration or otherwise, and such acceleration shall not have been rescinded or annulled and
such failure to pay shall not have been cured or waived, as the case may be, within 30 days after the occurrence of such acceleration
or such failure to pay, as the case may be;


 


(h)              
a final judgment or judgments for the payment of $37,500,000 (or its foreign currency equivalent) or more (excluding any
amounts covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is
not discharged, satisfied, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired
if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


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


 


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


 




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


 


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


 






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Section 6.03       
Special Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the
Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (and, for the avoidance
of doubt, giving effect to the 60-day period set forth in Section 6.01(f)), consist exclusively of the right to receive Special
Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day
during the first 180 calendar days after the occurrence of such an Event of Default during which such Event of Default is continuing
(or, if earlier, the date on which such Event of Default is cured or waived as provided for in this Indenture) and (ii) 0.50%
per annum of the principal amount of the Notes outstanding for each day from, and including, the 181st calendar day to, but excluding,
the 360th calendar day after the occurrence of such an Event of Default (beginning on, and including, the date on which such Event
of Default first occurs) during which such Event of Default is continuing (or, if earlier, the date on which such Event of Default
is cured or waived as provided for in this Indenture). If the Company elects to pay Special Interest, such Special Interest shall
be payable as set forth in Section 2.03(b). On the 361st day after such Event of Default (if the Event of Default relating to
the Company’s failure to comply with its obligations as set forth in Section 4.06(b) is not cured or waived prior to such
361st day), such Special Interest will cease to accrue and the Notes shall be immediately subject to acceleration as provided
in Section 6.02. In the event the Company does not elect to pay Special Interest following an Event of Default in accordance with
this Section 6.03 or the Company elected to make such payment but does not pay the Special Interest when due, the Notes shall
be immediately subject to acceleration as provided in Section 6.02.


 


In order to elect to pay Special Interest
as the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 360-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in Section 6.02.


 


In no event shall Special Interest accrue
under the terms of this Indenture (aggregating any Special Interest payable pursuant to this Section 6.03 with any Special Interest
payable pursuant to Section 4.06(d) or Section 4.06(e)) at a rate per year in excess of 0.50%, regardless of the number of events
or circumstances giving rise to the requirement to pay such Special Interest.


 


This Section 6.03 shall not affect the
rights of Holders in the event of the occurrence of any other Event of Default.


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 6.09       
Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate
principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to Notes; provided, however, that (i) such direction shall not be in conflict
with any rule of law or with this Indenture, and (ii) the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal liability or violates applicable law. The Holders
of a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 8.04 and
including waivers obtained in connection with a repurchase of, or tender or exchange offer for, Notes) may on behalf of the Holders
of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment
of accrued and unpaid Special Interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the
Notes when due that has not been cured, or (ii) a failure by the Company to pay or deliver, as the case may be, the consideration
due upon conversion of the Notes. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted
by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have
been cured and to be not continuing.


 






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Section 6.10       
Notice of Defaults. The Trustee shall, within 90 days after it becomes aware of the occurrence and continuance of
a Default of which it has actual knowledge, send to all Holders as the names and addresses of such Holders appear upon the Note
Register, notice of all such Defaults known to the Trustee, unless such Defaults shall have been cured or waived before the giving
of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Fundamental
Change Repurchase Price, if applicable), or accrued and unpaid Special Interest on, any of the Notes or a Default in the payment
or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long
as it in good faith determines that the withholding of such notice is in the interests of the Holders.


 


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


 


Article
VII


 


CONCERNING
THE TRUSTEE 


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(h)              
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture;


 


(i)                
the Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture; and


 


(j)                
the Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee
against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


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


 


Section 7.03       
No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes
authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. The Trustee shall have no responsibility
or liability with respect to any information, statement or recital in the offering memorandum, prospectus, prospectus supplement
or other disclosure material prepared or distributed with respect to any of the Notes.


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense
of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holders at their addresses
as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


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


 


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


 


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


 






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Article
VIII


 


CONCERNING
THE HOLDERS


 


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


 


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


 


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


 






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


 


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


 


Article
IX


 


HOLDERS’
MEETINGS


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 9.07       
No Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call,
any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under
any of the provisions of this Indenture or of the Notes. Nothing contained in this Article IX shall be deemed or construed to
limit any Holder’s actions pursuant to the applicable procedures of the Depositary so long as the Notes are Global Notes.


 






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Article
X


 


SUPPLEMENTAL
INDENTURES


 


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


 


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


 


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


 


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


 


(d)        to
secure the Notes;


 


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


 


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


 


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


 


(h)        to
provide for the acceptance of appointment by a successor trustee pursuant to Section 7.10 or to facilitate the administration
of the trusts by more than one trustee;


 


(i)         to
irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount;


 


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


 


(k)        in
connection with any Specified Transaction, provide that the Notes are convertible into Reference Property, subject to the provisions
described in Section 14.02, and make certain related changes to the terms of the Notes to the extent expressly required under
this Indenture; or


 


(l)         provide
for the issuance of additional Notes in accordance with this Indenture.


 


Upon the written request of the Company
and subject to Section 10.05, the Trustee is hereby authorized to, and shall join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, except that
the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)        change
the ranking of the Notes;


 


(h)        impair
the right of any Holder to receive payment of principal and any Special Interest on such Holder’s 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; or


 


(i)         
make any change in this Article X that requires each Holder’s consent or in the waiver provisions in Section 6.02
or Section 6.09.


 


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


 






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


 


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


 


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


 


Section 10.05     
Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required
by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the requirements of this Article X and is permitted or authorized
by this Indenture and that the supplemental indenture constitutes the legal, valid and binding obligation of the Company enforceable
in accordance with its terms.


 


Article
XI


 


CONSOLIDATION,
MERGER, SALE, CONVEYANCE AND LEASE


 


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


 






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


 


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


 


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


 


Section 11.02     
Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or
lease and upon the assumption by the Successor Company, by supplemental indenture (if required by Section 11.01), executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and any
accrued and unpaid Special Interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any
consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the
case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company,
with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company
instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and
delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation,
merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article XI 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 XI) may be dissolved, wound up and liquidated at any time thereafter and, except in the
case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations
under this Indenture and the Notes.


 






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


 


Section 11.03     
Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale,
conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the
provisions of this Article XI, and in the case of the Opinion of Counsel, that such supplemental indenture is the legal, valid
and binding obligation of the relevant Successor Company.


 


Article
XII


 


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


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


 


Article
XIII


 


[INTENTIONALLY
OMITTED]


 


Article
XIV


 


CONVERSION
OF NOTES


 


Section 14.01     
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article XIV, each Holder of
a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a
minimum of $1,000 principal amount or a multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the
conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding
June 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions
described in Section 14.01(b), on or after June 15, 2025 and prior to the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date, in each case, at an initial conversion rate of 3.5997 shares of Common Stock (subject
to adjustment as provided in this Article XIV, the “Conversion Rate”) per $1,000 principal amount of Notes
(subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).


 






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(b)        (i)
Prior to the close of business on the Business Day immediately preceding June 15, 2025, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day
period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with this Section 14.01(b)(i), for each Trading Day of the Measurement
Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion
Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this Section 14.01(b)(i)
and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation
Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant
to the definition of Trading Price who have agreed to deliver bids, along with appropriate contact information for each, and shall
direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent (if
other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the
Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the
Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal
amount of Notes) unless a Holder of at least $1,000,000 aggregate principal amount of Notes provides the Company with reasonable
evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product
of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which
time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting
as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the
next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than
or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company
is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine
the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company
so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y)
the Company is acting as Bid Solicitation Agent and the Company fails to determine the Trading Price per $1,000 principal amount
of Notes when the Company is required to do so, then, in either case, the Trading Price per $1,000 principal amount of Notes shall
be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each
Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders,
the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition
set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders
of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Other than as set forth above, none
of the Trustee, Bid Solicitation Agent (if other than the Company) or Conversion Agent shall have any duty to determine or verify
the Company’s determination of whether the Trading Price condition set forth above has been met.


 






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


 


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


 


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


 


then, in either case, the Company shall notify all
Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior
to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all
or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. None of the Trustee,
Bid Solicitation Agent (if other than the Company) or Conversion Agent shall have any duty to determine or verify the Company’s
determination of whether an issuance or distribution described in this clause (ii) has occurred.


 


(iii)          
If a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately
preceding June 15, 2025 or if the Company is a party to a Specified Transaction that occurs prior to the close of business
on the Business Day immediately preceding June 15, 2025 (any such Fundamental Change, Make-Whole Fundamental Change or Specified
Transaction, a “Corporate Event”), then, in each case, all or any portion of a Holder’s Notes may be
surrendered for conversion at any time from or after the effective date of such Corporate Event until 35 Trading Days after the
effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event pursuant
to the succeeding sentence, until the 35th Trading Day after the Company gives such notice) or, if such Corporate Event also constitutes
a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) within three Business Days of the occurrence of such Corporate Event. None of
the Trustee, Bid Solicitation Agent (if other than the Company) or Conversion Agent shall have any duty to determine or verify
the Company’s determination of whether a Corporate Event has occurred.


 






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(iv)         
Prior to the close of business on the Business Day immediately preceding June 15, 2025, a Holder may surrender all or any
portion of its Notes for conversion at any time during any calendar quarter (and only during such calendar quarter) commencing
after the calendar quarter ending on December 31, 2020, if the Last Reported Sale Price of the Common Stock for at least 20 Trading
Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading
Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable
Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after December 31, 2020 whether
the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Conversion Agent, the Trustee
and the Holders if the Notes become convertible in accordance with this clause (iv). None of the Trustee, Bid Solicitation Agent
(if other than the Company) or Conversion Agent shall have any duty to determine or verify the Company’s determination of
whether the condition set forth in this clause (iv) has been met.


 


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


 


(i)            
All conversions occurring on or after June 15, 2025 shall be settled using the same Settlement Method.


 


(ii)           
The Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but, except
for any conversions that occur during the period from, and including, June 15, 2025 to the close of business on the second Scheduled
Trading Day immediately preceding the Maturity Date, the Company shall not have any obligation to use the same Settlement Method
with respect to conversions that occur on different Conversion Dates.


 






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(iii)          
If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses,
as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement
Method in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice
to converting Holders (with a copy to the Trustee and Conversion Agent) no later than the close of business on the Trading Day
immediately following the relevant Conversion Date (or, in the case of any conversions (x) occurring during the period from, and
including, June 15, 2025 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date,
no later than the close of business on Business Day immediately preceding June 15, 2025 or (y) for which the Company has irrevocably
elected a Settlement Method or a Specified Dollar Amount pursuant to Section 14.02(a)(vi), as described in Section 14.02(a)(vi)).
If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company
shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected
Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of
Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election
of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount
of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation
but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified
Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.


 


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


 


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


 


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


 


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


 






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


 


(vi)         
By written notice to the Holders, the Trustee and the Conversion Agent, the Company may, prior to June 15, 2025, at its
option, irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate its right to elect a Settlement Method.
The irrevocable election will apply to all conversions on Conversion Dates occurring subsequent to delivery of such notice. For
the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the
Notes, including pursuant to Section 10.01(i).


 


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


 


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


 






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(c)        A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection (b) above. Except as provided in Section 14.03(b) and
Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation
on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided
that, with respect to any Conversion Date occurring on or after June 15, 2025, the Company shall settle any such conversion on
the Maturity Date), or on the second Business Day immediately following the last Trading Day of the relevant Observation Period,
in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue
or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates
or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled
in satisfaction of the Company’s Conversion Obligation.


 


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


 


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


 


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


 






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(g)        Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Special Interest, if any, except as set
forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation
to pay the principal amount of the Note and accrued and unpaid Special Interest, if any, to, but not including, the relevant Conversion
Date. As a result, accrued and unpaid Special Interest, if any, to, but not including, the relevant Conversion Date shall be deemed
to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and
shares of Common Stock, any accrued and unpaid Special Interest will be deemed to be paid first out of the cash paid upon such
conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Special Interest Record Date,
Holders of such Notes as of the close of business on such Special Interest Record Date will receive the full amount of any Special
Interest payable on such Notes on the corresponding Special Interest Payment Date notwithstanding the conversion. Notes surrendered
for conversion during the period from the close of business on any Special Interest Record Date to the open of business on the
immediately following Special Interest Payment Date must be accompanied by funds equal to the amount of any Special Interest payable
on the Notes so converted; provided that no such payment shall be required (1) for conversions following September 1, 2025;
(2) if the Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior
to the Business Day immediately succeeding the date on which the corresponding Special Interest payment is made; or (3) to the
extent of any Special Interest constituting Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect
to such Note.


 


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


 


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


 


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


 






    60


     


    

 



 


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


 


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


 


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


 






    61 


     


    

 


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


 


	 	 	Stock Price	 
	Effective Date	 	$185.20	 	 	$215.00	 	 	$245.00	 	 	$277.80	 	 	$325.00	 	 	$375.00	 	 	$450.00	 	 	$550.00	 	 	$650.00	 	 	$750.00	 	 	$900.00	 	 	$1,100.00	 
	September 25, 2020	 	 	1.7998	 	 	 	1.3928	 	 	 	1.0665	 	 	 	0.8121	 	 	 	0.5638	 	 	 	0.3930	 	 	 	0.2364	 	 	 	0.1239	 	 	 	0.0653	 	 	 	0.0333	 	 	 	0.0101	 	 	 	0.0002	 
	September 15, 2021	 	 	1.7998	 	 	 	1.3704	 	 	 	1.0328	 	 	 	0.7724	 	 	 	0.5220	 	 	 	0.3533	 	 	 	0.2028	 	 	 	0.0993	 	 	 	0.0481	 	 	 	0.0219	 	 	 	0.0049	 	 	 	0.0000	 
	September 15, 2022	 	 	1.7998	 	 	 	1.3290	 	 	 	0.9785	 	 	 	0.7122	 	 	 	0.4619	 	 	 	0.2985	 	 	 	0.1592	 	 	 	0.0696	 	 	 	0.0291	 	 	 	0.0106	 	 	 	0.0009	 	 	 	0.0000	 
	September 15, 2023	 	 	1.7998	 	 	 	1.2619	 	 	 	0.8937	 	 	 	0.6207	 	 	 	0.3742	 	 	 	0.2227	 	 	 	0.1037	 	 	 	0.0364	 	 	 	0.0110	 	 	 	0.0020	 	 	 	0.0000	 	 	 	0.0000	 
	September 15, 2024	 	 	1.7998	 	 	 	1.1573	 	 	 	0.7548	 	 	 	0.4710	 	 	 	0.2384	 	 	 	0.1159	 	 	 	0.0384	 	 	 	0.0070	 	 	 	0.0003	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	September 15, 2025	 	 	1.7998	 	 	 	1.0514	 	 	 	0.4819	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 


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


 


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


 


(ii)             
if the Stock Price is greater than $1,100.00 per share (subject to adjustment in the same manner as the Stock Prices set
forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the
Conversion Rate; and


 


(iii)           
if the Stock Price is less than $185.20 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate.


 





Notwithstanding the foregoing, in no event shall the Conversion
Rate per $1,000 principal amount of Notes exceed 5.3995 shares of Common Stock, subject to adjustment in the same manner as the
Conversion Rate pursuant to Section 14.04.


 


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


 


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


 


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


 


	CR1=CR0  x	 	OS1
	 	OS0



 






    62 


     


    

 


where,


 


	CR0 	=	the Conversion Rate in effect immediately prior to the open
    of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the
    Effective Date of such share split or share combination, as applicable;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business
    on such Ex-Dividend Date or Effective Date;
	 	 	 
	OS0 	=	the number of shares of Common Stock outstanding immediately prior to
    the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution,
    split or combination); and
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after giving
    effect to such dividend, distribution, share split or share combination.


 


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


 


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


 


	CR1= CR0  x	 	OS0
+ X
	 	OS0 + Y



 


where,


 


	CR0 	=	the Conversion Rate in effect immediately prior to the open
    of business on the Ex-Dividend Date for such issuance;



 






    63 


     


    

 


	CR1	=	the Conversion Rate in effect immediately after the open
    of business on such Ex-Dividend Date;
	 	 	 
	OS0 	=	the number of shares of Common Stock outstanding immediately prior to
    the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of shares of Common Stock issuable pursuant to such
    rights, options or warrants; and
	 	 	 
	Y	=	the number of shares of Common Stock equal to the aggregate price payable
    to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock
    over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
    of the issuance of such rights, options or warrants.


 


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


 





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


 


(c)              
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the
Company or rights, options or warrants to acquire its Capital Stock or other securities of the Company, to all or substantially
all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant
to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set
forth in Section 14.04(d) shall apply, (iii) distributions of Reference Property in a transaction described in Section 14.07 and
(iv) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital
Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities,
the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:


 


 


	CR1=CR0  x	 	SP0
	 	SP0 - FMV



 






    64 


     


    

 


where,


 


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


 


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


 


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


 


	CR1=CR0  x	 	FMV0
+ MP0
	 	MP0



 






    65 


     


    

 


where,


 


	CR0 	=	the Conversion Rate in effect immediately prior to the close
    of business on the last trading day of the Valuation Period;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business
    on the last trading day of the Valuation Period;
	 	 	 
	FMV0 	=	the average of the Last Reported Sale Prices of the Capital Stock or
    similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined
    by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common
    Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including,
    the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0 	=	the average of the Last Reported Sale Prices of the Common Stock over
    the Valuation Period.


 


The increase to the Conversion Rate under the preceding paragraph
shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (i) in respect of any
conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,
the reference to “10” in the portion of this Section 14.04(c) related to Spin-Offs shall be deemed replaced with such
lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such
Conversion Date in determining the Conversion Rate and (ii) in respect of any conversion of Notes for which Cash Settlement or
Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion
and within the Valuation Period, the reference to “10” in this Section 14.04(c) related to Spin-Offs shall be deemed
replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to,
and including, such Trading Day in the relevant Observation Period for purposes of determining the Conversion Rate as of such
Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the 10th Trading Day immediately preceding, and including,
the end of any Observation Period in respect of a conversion of the Notes, references to “10” or “10th”
in the preceding paragraph and this paragraph of this Section 14.04(c) 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, and including, the last Trading Day of such Observation Period. If such Spin-Off does not occur, the Conversion Rate shall
be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared, effective as of the
date on which the Board of Directors (or its designee) determines not to consummate such Spin-Off.


 






    66 


     


    

 


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


 


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


 


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


 


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


 


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


 






    67 


     


    

 


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


 


	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 average of the Last Reported Sale Price 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 dividend or distribution; and
	 	 	 
	C	=	the amount in cash per share the Company distributes to all or substantially
    all holders of the Common Stock.


 


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


 


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


 


	CR1=CR0  x	 	AC
+ (SP1 x OS1)
	 	OS0 x SP1



 






    68 


     


    

 


where,


 


	CR0 	=	the Conversion Rate in effect immediately prior to the close
    of business on the 10th Trading Day immediately following, and including, the Trading Day immediately following the Expiration
    Date;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business
    on the 10th Trading Day immediately following, and including, the Trading Day immediately following the Expiration Date;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined
    by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 	 
	OS0 	=	the number of shares of Common Stock outstanding immediately prior to
    the Expiration Date (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange
    in such tender or exchange offer);
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after the
    Expiration Date (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such
    tender or exchange offer); and
	 	 	 
	SP1	=	the average of the Last Reported Sale Prices of the Common Stock over
    the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date.


 


The increase to the Conversion Rate under
this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading
Day immediately following the Expiration Date; provided that (i) in respect of any conversion of Notes for which Physical
Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including,
the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th”
in this Section 14.04(e) shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including,
the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, such Conversion Date in
determining the Conversion Rate and (ii) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement
is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading
Days immediately following, and including, the Trading Day immediately following the expiration date of any tender or exchange
offer, references to “10” or “10th” in this Section 14.04(e) shall be deemed replaced with such lesser
number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, and including,
such Trading Day in the relevant Observation Period for purposes of determining the Conversion Rate as of such Trading Day. In
addition, if the Trading Day next immediately following the Expiration Date is after the 10th Trading Day immediately preceding,
and including, the end of any Observation Period in respect of a conversion of the Notes, references to “10” or “10th”
in the preceding paragraph and this paragraph of this Section 14.04(e) 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 Expiration
Date to, and including, the last Trading Day of such Observation Period. In the event that the Company or one of its Subsidiaries
is obligated to purchase shares of the Common Stock pursuant to any such tender offer or exchange offer, but is permanently prevented
by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made or
had been made only in respect of the purchases that have been effected.


 






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


 





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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)                
 The Company shall not be required to make an adjustment pursuant to clauses (a), (b), (c), (d) or (e) of this Section
14.04 unless such adjustment would result in a change of at least 1% in the then effective Conversion Rate. However, the Company
shall carry forward any adjustment that the Company would otherwise have to make and take that adjustment into account in any
subsequent adjustment. Notwithstanding the foregoing, all such carried-forward adjustments shall be made with respect to the Notes
(i) in connection with any subsequent adjustment to the Conversion Rate of at least 1% in the Conversion Rate (when such carried-forward
adjustments are taken into account) and (ii) (x) on the Conversion Date for any Notes (in the case of Physical Settlement) and
(y) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement). All calculations
and other determinations under this Article XIV shall be made by the Company and shall be made to the nearest one-ten thousandth
(1/10,000) of a share.


 


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



 




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


 


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


 


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


 


Section 14.07   
Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of:


 


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


 


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


 


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


 


(iv)           
any statutory share exchange,


 






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


 


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


 


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


 






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(b)              
When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall
promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Specified Transaction, any adjustment
to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that
all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause
notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Note Register
provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.


 


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


 


(d)              
The above provisions of this Section shall similarly apply to successive Specified Transactions.


 


(e)              
Upon the consummation of any Specified Transaction, references to “Common Stock” shall be deemed to refer to
any Reference Property that constitutes Common Equity after giving effect to such Specified Transaction.


 


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


 


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


 


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


 






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


 


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


 


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


 


(b)              
Specified Transaction; or


 


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


 


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


 






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Section 14.11   
Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes, each
share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any,
and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as
may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior
to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the
applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect of Common Stock,
if any, issuable upon conversion of the Notes, the Conversion Rate shall be adjusted at the time of separation as if the Company
distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject
to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 14.12   
Exchange in Lieu of Conversion When a Holder surrenders its Notes for conversion, the Company may, at its election
(an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Business Day immediately
following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of
conversion. In order to accept any Notes surrendered for conversion, the designated institution shall agree to timely deliver,
in exchange for such Notes, cash, shares of the Common Stock or a combination thereof, at the election of the Company, that would
otherwise be due upon conversion as described in Section 14.02 (the “Conversion Consideration”). If the Company
makes an Exchange Election, the Company shall, by the close of business on the Business Day immediately following the relevant
Conversion Date, notify in writing the Holder surrendering its Notes for conversion and the Trustee that the Company has made
the Exchange Election and the Company will notify the designated institution of the settlement method that the Company has elected
with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration.


 


If the designated institution accepts any
such Notes, it will pay and/or deliver, as the case may be, the cash, shares of the Common Stock or a combination thereof due
upon conversion to the surrendering Holder on the second Business Day immediately following the relevant Conversion Date, if the
Company elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the relevant Observation
Period, in the case of any other settlement method. Any Notes exchanged by the designated institution will remain outstanding,
subject to applicable procedures of the Depository Trust Company. If the designated institution does not accept the Notes for
exchange, the Company will deliver the relevant Conversion Consideration as if it had not made an Exchange Election.


 






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Article
XV


 


REPURCHASE
OF NOTES AT OPTION OF HOLDERS


 


Section 15.01   
Intentionally Omitted.


 


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


 


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


 


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


 


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


  


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


 


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


 


(ii)             
the portion of the principal amount of Notes to be repurchased, which must be a minimum of $1,000 or a multiple of $1,000
in excess thereof; and


 






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


 


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


 


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


 


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


 


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


 


(i)              
the events causing the Fundamental Change;


 


(ii)             
the date of the Fundamental Change;


 


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


 


(iv)           
the Fundamental Change Repurchase Price;


 


(v)            
the Fundamental Change Repurchase Date;


 


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


 


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


 


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


 






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


 


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


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that,
in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company and such request shall be made
by the Company at least five Business Days (or such shorter period as may be agreed to by the Trustee) prior to the date such
notice is required to be sent to Holders.


 


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


 


Section 15.03   
Withdrawal of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase 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 this Section 15.03
at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:


 


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


 


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


 


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


 


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


 






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


 


(b)              
If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed
by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such
Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have
not been validly withdrawn in accordance with the provisions of this Indenture, (i) such Notes will cease to be outstanding, (ii)
Special Interest, if and to the extent that any such accrued and unpaid Special Interest exists as of such date, will cease to
accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee
or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than (x) the right to receive the
Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Special Interest Record Date
but on or prior to the related Special Interest Payment Date, the right of the Holder of record on such Special Interest Record
Date to receive the full amount of accrued and unpaid interest relating to such Special Interest Record Date).


 


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


  


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


 


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


 


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


 


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


 






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


 


Article
XVI


 


NO
OPTIONAL REDEMPTION


 


Section 16.01   
No Optional Redemption. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking
fund is provided for the Notes.


 


Article
XVII


 


MISCELLANEOUS
PROVISIONS


 


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


 


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


 


Section 17.03   
Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted
to be given or made by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for
all purposes if given or made by being deposited postage prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee) to SolarEdge Technologies, Inc., 1 HaMada Street, Herziliya Pituach
4673335, Israel; Attention: Corporate Secretary. Any notice, direction, request or demand hereunder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or made by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format and,
in each case, upon actual receipt by the Trustee.


 


The Trustee, by notice to the Company,
may designate additional or different addresses for subsequent notices or communications. The Trustee agrees to accept and act
upon instructions or directions pursuant to this Indenture sent by unsecured email, facsimile transmission or other similar unsecured
electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such
transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely
manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party elects to give the Trustee email or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions
conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 






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Any notice or communication mailed to a
Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall
be sufficiently given to it if so mailed within the time prescribed; provided that notices given to Holders of Global Notes
may be given electronically through the facilities of the Depositary.


 


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


 


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


 


Section 17.04   
Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK).


 


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


 


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


 






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Section 17.05   
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


	 	__________________________________,

                as Authenticating Agent, certifies that this is one of the Notes described
                in the within-named Indenture.  
	 
	 	 	 
	 	By:	                                   	 
	 	Authorized Signatory 	 



 


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


  



    84


     


    





 


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


 


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


 


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


 


Section 17.14   
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


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


 






    85


     


    

 


Section 17.16   
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Trustee (in all of its capacities), 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.


 


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    86


     


    

 


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


 


	 	SOLAREDGE TECHNOLOGIES, INC. 

	 	 
	 	By:	/s/ Ronen Faier

	 	 	Name: Ronen Faier
	 	 	Title: Chief Financial Officer


 


	 	U.S. BANK NATIONAL ASSOCIATION,

        as Trustee 

	 	 
	 	By:	/s/ Beverly A. Freeney

	 
	 	Name: Beverly A. Freeney
	 	 	Title:   Vice President


 






     



     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED
SECURITY]


 


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



 


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



 


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



 






    Exhibit A-1



     


    

 


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



 


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



 


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


 


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


 


SolarEdge Technologies, Inc.



0.000% Convertible Senior Note due 2025


 


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

CUSIP No.:


 


SolarEdge Technologies, Inc., a corporation
duly organized and validly existing under the laws of the State of Delaware (the “Company,” which term includes
any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [CEDE & CO.] [_______], or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges
of Notes” attached hereto] [of $[_______]], which amount, taken together with the principal amounts of all other outstanding
Notes, shall not, unless permitted by the Indenture, exceed $632,500,000 in aggregate at any time, in accordance with the rules
and procedures of the Depositary, on September 15, 2025, and any Special Interest thereon as set forth below.


 


This Note shall bear no regular cash interest
and the principal amount of this Note shall not accrete in connection with regular interest. Any interest on this Note shall be
computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days
elapsed over a 30-day month. Special Interest, if any, on this Note is payable semi-annually in arrears on each March 15 and September
15, commencing on March 15, 2021 (if Special Interest is then payable), to Holders of record at the close of business on the preceding
March 1 and September 1 (whether or not such day is a Business Day), respectively. Special Interest will be payable as set forth
in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in
respect of, any Note therein shall be deemed to refer solely to Special Interest if, in such context, Special Interest is, was
or would be payable pursuant to any of Section 4.06(d), Section 4.06(e) and Section 6.03.


 






    Exhibit A-2



     


    

 


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


 


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


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof, including provisions giving the Holder of this Note the right to convert this Note
into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject
to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 






    Exhibit A-3



     


    

 


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


 


	 	SOLAREDGE TECHNOLOGIES, INC. 

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



 


U.S. BANK NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


	By:	 	 




Authorized Signatory


 









    


     


    

 


[FORM OF REVERSE OF NOTE]

SolarEdge Technologies, Inc.

0.000% Convertible Senior Note due 2025


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 0.000% Convertible Senior Notes due 2025 (the “Notes”), initially
limited to the aggregate principal amount of $632,500,000, all issued or to be issued under and pursuant to an Indenture dated
as of September 25, 2020 (the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional
Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


Each Holder shall have the right to receive
payment or delivery, as the case may be, of the principal (including the Fundamental Change Repurchase Price, if applicable) of,
any accrued and unpaid Special Interest on, and the consideration due upon conversion of, this Note at the place, at the respective
times, at the rate and in the lawful money (or, if applicable, shares of Common Stock) herein prescribed.


 






    R-1



     


    

 


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


 


The Notes are not subject to redemption
through the operation of any sinking fund or otherwise.


 


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


 


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


 


Terms used in this Note and defined in
the Indenture are used herein as therein defined.


 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common    


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors
Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties        


 


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


 


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


 






    R-2



     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES OF NOTES



SolarEdge Technologies, Inc.

0.000% Convertible Senior Notes due 2025


 


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


 


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


 






    R-3



     


    

 



 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


	To:	SolarEdge Technologies, Inc.



 


	To:	U.S. Bank National Association



100 Wall Street, Suite 600,


New York, NY 10005


Attention: SolarEdge Technologies, Inc.
Administrator


 


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


 


	Dated:		 	
	 	 	 	 
	 	 	 	
	 	 	 	Signature(s)


 


 


	Signature Guarantee

         

Signature(s) must be guaranteed by an eligible Guarantor
Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes
are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued,
and Notes if to be delivered, other than to and in the name of the registered holder:
	 	 



 






    Attachment 1-4


     


    

 


	 	 	 
	(Name)	 	 
	 	 	 
		 	 
	(Street Address)	 	 
	 	 	 
		 	 
	(City, State and Zip Code)	 	 
	Please print name and address	 	 


 


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

         

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

	 	 	
	 	 	 
	 	 	Social Security or Other Taxpayer 

    Identification Number


 






    Attachment 1-5


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE]


 


	To:	SolarEdge Technologies, Inc.



 


	To:	U.S. Bank National Association



100 Wall Street, Suite 600,


New York, NY 10005


Attention: SolarEdge Technologies, Inc.
Administrator


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from SolarEdge Technologies, Inc. (the “Company”) as to the occurrence
of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below
designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record
Date and on or prior to the Special Interest Payment Date to which such Special Interest Record Date relates, accrued and unpaid
Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.


 


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


 


	Dated:	 	 	 



 


	 	 	
	 	 	Signature(s)
	 	 	 
	 	 	
	 	 	Social Security or Other Taxpayer

        Identification Number

         

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

         

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


 






    Attachment 2-1


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


	To:	U.S. Bank National Association

                                 100 Wall Street, Suite 600,



New York, NY 10005


Attention: SolarEdge Technologies, Inc. Administrator


 


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


 


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


 


		□	To SolarEdge Technologies, Inc. or a subsidiary thereof;
                                         or



 


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



 


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



 


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



 


	Dated:	 	 	 


 


	 	 	 
	 	 	 
	 	 	 
	Signature(s)	 	 



 


 


	Signature Guarantee	 	 



 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant


to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 






    Attachment 3-1