Exhibit 4.1

    

   

    

  
    Exhibit C (Conversion Rate Adjustment) to this exhibit is omitted pursuant to Item 601(a)(5) of Regulation S-K. We
      agree to furnish supplementally a copy of this attachment to the Securities and Exchange Commission upon request.

     

    
      
        	
                

                

              


      

       

      NUTANIX, INC.

        

        AND

        

        U.S. BANK NATIONAL ASSOCIATION,

        

        as Trustee

        

        INDENTURE

       

    

    Dated as of September 24, 2020

     

    
      2.50% Convertible Senior Notes due 2026

       
        	
                

                

              


         

        

         

        

         

        

         

        

         

        

         

        

         

        

         

        

         

        

      

      
        
          


      

       

     

    

    TABLE OF CONTENTS

      

       

      

      	
               

            	
              Page

            
	
               

            	
               

            
	
              ARTICLE 1 Definitions

            	
              1

            
	
               

            	
               

            
	
              Section 1.01. Definitions

            	
              1

            
	
              Section 1.02. References to Interest

            	
              13

            
	
               

            	
               

            
	
              ARTICLE 2 Issue, Description, Execution, Registration And Exchange Of Notes

            	
              14

            
	
               

            	
               

            
	
              Section 2.01. Designation and Amount

            	
              14

            
	
              Section 2.02. Form of Notes

            	
              14

            
	
              Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts

            	
              15

            
	
              Section 2.04. Execution, Authentication and Delivery of Notes

            	
              17

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

            	
              18

            
	
              Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes

            	
              25

            
	
              Section 2.07. Temporary Notes

            	
              26

            
	
              Section 2.08. Cancellation of Notes Paid, Converted, Etc.

            	
              26

            
	
              Section 2.09. CUSIP Numbers

            	
              26

            
	
              Section 2.10. Additional Notes; Repurchases

            	
              26

            
	
               

            	
               

            
	ARTICLE 3 Satisfaction and Discharge	27

            
	 	

            
	
              Section 3.01. Satisfaction and Discharge

            	27
	 	

            
	ARTICLE 4 Particular Covenants of the Company	27
	 	

            
	
              Section 4.01. Payment of Aggregate Principal Amount and Interest

            	27
	
              Section 4.02. Maintenance of Office or Agency

            	28
	
              Section 4.03. Appointments to Fill Vacancies in Trustee’s Office

            	28
	
              Section 4.04. Provisions as to Paying Agent

            	28
	
              Section 4.05. Existence

            	30
	
              Section 4.06. Rule 144A Information Requirement and Annual Reports

            	30
	
              Section 4.07. Stay, Extension and Usury Laws

            	30
	
              Section 4.08. Compliance Certificate; Statements as to Defaults

            	31
	
              Section 4.09. Further Instruments and Acts

            	31
	 	 
	ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee	31
	 	 
	
              Section 5.01. Lists of Holders

            	31
	
              Section 5.02. Preservation and Disclosure of Lists

            	31
	 	 
	ARTICLE 6 Defaults and Remedies	31
	 	 
	
              Section 6.01. Events of Default

            	31


      
        i

        
          


      

      	
              Section 6.02. Acceleration; Rescission and Annulment

            	33
	
              Section 6.03. Additional Interest

            	34
	
              Section 6.04. Payments of Notes on Default; Suit Therefor

            	34
	
              Section 6.05. Application of Monies Collected by Trustee

            	36
	
              Section 6.06. Proceedings by Holders

            	36
	
              Section 6.07. Proceedings by Trustee

            	37
	
              Section 6.08. Remedies Cumulative and Continuing

            	38
	
              Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders

            	38
	
              Section 6.10. Notice of Defaults

            	38
	
              Section 6.11. Undertaking to Pay Costs

            	39
	 	 
	ARTICLE 7 Concerning the Trustee	39
	 	 
	
              Section 7.01. Duties and Responsibilities of Trustee

            	39
	
              Section 7.02. Reliance on Documents, Opinions, Etc 

              

            	41
	
              Section 7.03. No Responsibility for Recitals, Etc

            	42
	
              Section 7.04. Trustee, Paying Agents, Conversion Agents, or Note Registrar May Own Notes

            	42
	
              Section 7.05. Monies and Shares of Common Stock to Be Held in Trust

            	42
	
              Section 7.06. Compensation and Expenses of Trustee

            	43
	
              Section 7.07. Officer’s Certificate as Evidence

            	43
	
              Section 7.08. Eligibility of Trustee

            	43
	
              Section 7.09. Resignation or Removal of Trustee

            	44
	
              Section 7.10. Acceptance by Successor Trustee

            	45
	
              Section 7.11. Succession by Merger, Etc

            	45
	
              Section 7.12. Trustee’s Application for Instructions from the Company

            	46
	 	 
	ARTICLE 8 Concerning the Holders	46
	 	 
	
              Section 8.01. Action by Holders

            	46
	
              Section 8.02. Proof of Execution by Holders

            	46
	
              Section 8.03. Who Are Deemed Absolute Owners

            	47
	
              Section 8.04. Company-Owned Notes Disregarded

            	47
	
              Section 8.05. Revocation of Consents; Future Holders Bound

            	47
	 	 
	ARTICLE 9 Holders’ Meetings	48
	 	 
	
              Section 9.01. Purpose of Meetings

            	48
	
              Section 9.02. Call of Meetings by Trustee 

              

            	48
	
              Section 9.03. Call of Meetings by Company or Holders 

              

            	48
	
              Section 9.04. Qualifications for Voting 

              

            	49
	
              Section 9.05. Regulations 

              

            	49
	
              Section 9.06. Voting 

              

            	49
	
              Section 9.07. No Delay of Rights by Meeting 

              

            	50
	 	 
	ARTICLE 10 Supplemental Indentures 

            	50
	 	 
	
              Section 10.01. Supplemental Indentures Without Consent of Holders 

              

            	50


      
        ii

        
          


      

      	
              Section 10.02. Supplemental Indentures with Consent of Holders

            	51
	
              Section 10.03. Effect of Supplemental Indentures 

              

            	52
	
              Section 10.04. Notation on Notes 

              

            	53
	
              Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee 

              

            	53
	 	

            
	ARTICLE 11 Consolidation, Merger, Sale, Conveyance and Lease 

            	53
	 	

            
	
              Section 11.01. Company May Consolidate, Etc 

              

            	53

            
	
              Section 11.02. Successor Corporation to Be Substituted 

              

            	54

            
	
              Section 11.03. Opinion of Counsel to Be Given to Trustee

            	54
	 	

            
	ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors 

            	54
	 	

            
	
              Section 12.01. Indenture and Notes Solely Corporate Obligations 

              

            	54
	 	

            
	ARTICLE 13 Intentionally Omitted 

            	55
	 	

            
	ARTICLE 14 Conversion of Notes 

            	55
	 	

            
	
              Section 14.01. Conversion Privilege 

              

            	55
	
              Section 14.02. Conversion Procedure; Settlement Upon Conversion

            	55

            
	
              Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes

            	61 

            
	
              Section 14.04. Adjustment of Conversion Rate 

              

            	 63
	
              Section 14.05. Adjustments of Prices

            	73

            
	
              Section 14.06. Shares to Be Fully Paid 

              

            	 73
	
              Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 

              

            	73
	
              Section 14.08. Certain Covenants 

              

            	75
	
              Section 14.09. Responsibility of Trustee 

              

            	76
	
              Section 14.10. Notice to Holders Prior to Certain Actions 

              

            	76
	
              Section 14.11. Stockholder Rights Plans 

              

            	77
	
              Section 14.12. Exchange In Lieu Of Conversion 

              

            	77
	 	 
	ARTICLE 15 Repurchase of Notes at Option of Holders 

            	78
	 	 
	
              Section 15.01. Intentionally Omitted

            	78
	
              Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change 

              

            	78
	
              Section 15.03. Withdrawal of Fundamental Change Repurchase Notice

            	80
	
              Section 15.04. Deposit of Fundamental Change Repurchase Price

            	81
	
              Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes

            	82
	 	 
	ARTICLE 16 Optional Redemption	82
	 	 
	
              Section 16.01. Optional Redemption 

              

            	82
	
              Section 16.02. Notice of Optional Redemption; Selection of Notes 

              

            	82
	
              Section 16.03. Payment of Notes Called for Redemption

            	84


      
        iii

        
          


      

      	
              Section 16.04. Restrictions on Redemption

            	84
	
              Section 16.05. Conversion

            	84
	 	 
	ARTICLE 17 Miscellaneous Provisions	85
	 	 
	
              Section 17.01. Provisions Binding on Company’s Successors 

              

            	85
	
              Section 17.02. Official Acts by Successor Corporation

            	85
	
              Section 17.03. Addresses for Notices, Etc

            	85
	
              Section 17.04. Governing Law; Jurisdiction 

              

            	85
	
              Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee

            	86
	
              Section 17.06. Legal Holidays 

              

            	86
	
              Section 17.07. No Security Interest Created 

              

            	87
	
              Section 17.08. Benefits of Indenture

            	87
	
              Section 17.09. Table of Contents, Headings, Etc

            	87
	
              Section 17.10. Authenticating Agent 

              

            	87
	
              Section 17.11. Execution in Counterparts

            	88
	
              Section 17.12. Severability 

              

            	88
	
              Section 17.13. Waiver of Jury Trial 

              

            	88
	
              Section 17.14. Force Majeure 

              

            	88
	
              Section 17.15. Calculations 

              

            	89
	
              Section 17.16. U.S.A. PATRIOT Act 

              

            	89


    

    
      iv

      
        


    

     

    

    EXHIBIT

     

      

    

    
      	
              Exhibit A

            	
              Form of Note

            	
              A-1

            
	
               

            	
               

            	
               

            
	
              Exhibit B

            	
              Form of Sponsor Note

            	
              B-1

            
	
               

            	
               

            	
               

            
	
              Exhibit C

            	
              Conversion Rate Adjustment

            	
              C-1

            


    

     

    

  

  
    v

    
      


  

  
     

    INDENTURE, dated as of September 24, 2020, between NUTANIX, 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).

     

    WITNESSETH:

     

    WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of $750,000,000 aggregate principal amount of its
      2.50% Convertible Senior Notes due 2026 (the “Initial Notes”) and in order to
      provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and

     

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

     

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

     

    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE 1

      Definitions

     

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

     

    “Additional Interest” means all amounts, if any,
      payable pursuant to Section 6.03.

     
    
      
        


    

    
     

    

    “Additional Notes” means additional Notes (other than the Initial Notes and PIK Notes) issued under this Indenture in accordance with Section 2.10, as part of the same series as the Initial Notes.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Class B Common Stock” means the Company’s Class B
      common stock, par value $0.000025 per share at the date of this Indenture.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      2

      
        


    

     

    

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

     

    “Common Stock” means the Class A common stock of the
      Company, par value $0.000025 per share, at the date of this Indenture, subject to Section 14.07.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Corporate Trust Office” means the designated office
      of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located at 8 Greenway Plaza, Suite 1100, Houston, TX 77046 Attn: Alejandro Hoyos (Nutanix, Inc.) 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
      Measurement Days during the relevant Observation Period, one over the applicable number of Measurement Days multiplied by 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 the applicable number of Measurement Days.

     

    
      3

      
        


    

     

    

    “Daily Settlement Amount,” for each of the Measurement
      Days during the relevant Observation Period, shall consist of:

     

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

     

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

     

    “Daily VWAP” means, for each of the Measurement Days
      during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NTNX <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 reasonably determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

     

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

     

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

     

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

     

    “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.

     

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

     

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

     

    “DTC” means The Depositary Trust Company, a New York
      Corporation.

     

    
      4

      
        


    

     

    

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

     

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

     

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

     

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

     

    “Form of Assignment and Transfer” shall mean (1) for
      the Notes (other than the Sponsor Notes), the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A, and (2) for
      the Sponsor Notes, the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Sponsor Note attached hereto as Exhibit B.

     

    “Form of Fundamental Change Repurchase Notice” shall
      mean (1) for the Notes (other than the Sponsor Notes), the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A, and (2) for the Sponsor Notes, the “Form of Fundamental Change
      Repurchase Notice” attached as Attachment 2 to the Form of Sponsor Note attached hereto as Exhibit B.

     

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

     

    “Form of Notice of Conversion” shall mean (1) for the
      Notes (other than the Sponsor Notes), the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A, and (2) for the Sponsor Notes, the “Form of Notice of Conversion” attached as Attachment 1 to the Form
      of Sponsor Note attached hereto as Exhibit B.

     

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

     

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

     

    (a)            a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries or the employee benefit plans of the Company and its Wholly
        Owned Subsidiaries, files a Schedule TO (or any successor schedule, form or report) or any 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;

     

    
      5

      
        


    

     

    

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

     

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

     

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

     

    provided, however, that a transaction or transactions described in 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 and cash payments made in respect of dissenters’ statutory appraisal rights, in connection with such transaction or transactions
        consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or
        exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect
        of dissenters’ statutory appraisal rights (subject to the provisions of Section 14.07). If any transaction in which the Common Stock is replaced by the equity securities of another entity occurs, following completion of any related Make-Whole
        Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the effective date of
        such transaction) references to the Company in this definition shall instead be references to such other entity, and references to Common Stock shall instead be references to such other equity securities.

     

    For purposes of this definition of “Fundamental Change” above, any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause
      (b) of such definition (without giving effect to the proviso in clause (b)) shall be deemed a Fundamental Change solely under clause (b) of such definition (subject to the proviso in clause (b)).

     

    
      6

      
        


    

     

    

    “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, 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.

     

    “Initial Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture and shall include the Sponsor Notes.

     

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

     

    “Interest Record Date” with respect to any 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 Interest Payment Date, respectively.

     

    “Investment Agreement” means that certain Investment
      Agreement between the Company and BCPE Nucleon (DE) SPV, LP, a Delaware limited partnership, dated as of August 26, 2020 (as amended, modified and/or supplemented from time to time).

     

    “Irrevocable Settlement Election” shall have the
      meaning specified in Section 14.02(a)(viii).

     

    “Issue Date” means the date of original issuance of
      the Notes under this Indenture.

     

    “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.

     

    
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    “Make-Whole Fundamental Change” means any transaction
      or event that constitutes a Fundamental Change (as defined in this Section 1.01 and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

     

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

     

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

     

    “Maturity Date” means September 15, 2026.

     

    “Measurement Days” means, in the case of any Note (other than a Sponsor Note), 40 consecutive Trading Days and, in the case of any Sponsor Note, 25 consecutive Trading Days.

     

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

     

    “Note” or “Notes” means the Initial Notes, the PIK Notes and any Additional Notes that are authenticated and delivered under this Indenture. The Initial Notes, the PIK Notes and any Additional Notes subsequently
      issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase in connection with a Fundamental Change. Unless the context otherwise requires,
      for all purposes of this Indenture, (i) all references to the “Notes” shall include the Initial Notes, PIK Notes and any Additional Notes that are actually issued, and (ii) references to “principal amount” of the Notes shall include any Notes
      outstanding, including any increase in the principal amount of the outstanding Notes (including PIK Notes) as a result of the issuance of Additional Notes and PIK Notes as a result of any PIK Payment.

    

    

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

     

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

     

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

     

    
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    “Observation Period” with respect to any Note (other
      than a Sponsor Note) surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to June 1, 2026, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately
      succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs during a Redemption Period, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding such Redemption Date; and (iii)
      subject to clause (ii) if the relevant Conversion Date occurs on or after June 1, 2026, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date; and with respect to Sponsor
      Notes, has the meaning set forth in Section 14.02(a)(vi).

     

    “Officer” means, with respect to the Company, the
      Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Secretary, or any President or Vice President (whether or not designated by a number or numbers or word or words added before or after the title
      “President” or “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, who may be an employee of or counsel to the Company, or other counsel reasonably acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters
      set forth therein. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.

     

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

     

    “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;

     

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

     

    (e)            Notes redeemed pursuant to Article 16; and

     

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

     

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

     

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

     

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

     

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

     

    “PIK Increase” paid with respect to any Sponsor Notes
      shall have the meaning specified in Section 2.03(b).

     

    “PIK Interest” paid with respect to any Sponsor Notes
      shall have the meaning specified in Section 2.03(b).

     

    “PIK Notes” issued with respect to any Sponsor Notes
      shall have the meaning specified in Section 2.03(b).

     

    “PIK Payment” made with respect to any Sponsor Notes
      shall have the meaning specified in Section 2.03(b).

     

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

     

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

     

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

     

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

     

    
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    “Redemption Notice Date” shall have the meaning
      specified in Section 16.02.

     

    “Redemption Period” means the period beginning on, and
      including, the date the Company delivers a Redemption Notice to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date.

     

    “Redemption Price” means, for any Notes to be redeemed
      pursuant to Section 16.01 (including a Sponsor Note), 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after an Interest Record Date but on
      or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Notes as of the close of business on such Interest Record Date, and the Redemption
      Price will be equal to 100% of the principal amount of such Notes). For the avoidance of doubt, accrued and unpaid interest on a Sponsor Note described in the immediately foregoing sentence shall be paid in cash and not through the issuance of PIK
      Notes for such period.

     

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

     

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

     

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

     

    “Restricted Global Note” means a Global Note that is
      required to bear the legend set forth in Section 2.05(d).

     

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

     

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

     

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

     

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

     

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

     

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

     

    
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    “Settlement Method” means, with respect to any
      conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, (i) for purposes of Article 16 in connection with an Optional Redemption by the Company only, as elected by the Holder in the Sponsor Election Notice and (ii) 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” for purposes of Section
      6.01(h)-(j), means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X promulgated by the Commission; provided that, in the case of a Subsidiary of the Company that meets the
      criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such Subsidiary shall not be deemed to be a Significant Subsidiary unless the Subsidiary’s income (or loss) from continuing operations before income taxes,
      extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any non-controlling interests for the last completed fiscal year prior to the date of such determination exceeds $25,000,000.

     

    “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 (or deemed specified pursuant to Section 14.02(a)).

     

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

     

    “Sponsor Election Notice” shall have the meaning
      specified in Section 14.02(a)(v).

     

    “Sponsor Global Notes” means the Global Notes issued
      and authenticated on the Issue Date with an initial balance of $750,000,000 and identified by CUSIP and ISIN numbers set forth in Section 2.09.

     

    “Sponsor Settlement Notice” shall have the meaning
      specified in Section 14.02(a)(v).

     

    “Sponsor Notes” means any Sponsor Global Notes or any
      temporary Notes or Physical Notes issued in exchange for beneficial interests in a Sponsor Global Note and includes any PIK Notes issued in respect of such Sponsor Notes.

     

    “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).

     

    
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    “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.

     

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

     

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

     

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

     

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

     

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

     

    “Unrestricted Global Note” means a Global Note that is
      not required to bear the legend set forth in Section 2.05(d).

     

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

     

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

     

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

     

    
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    ARTICLE 2

      Issue, Description, Execution, Registration And Exchange Of Notes

     

    Section 2.01.  Designation and Amount.  The Notes shall be designated as the “2.50% Convertible Senior Notes due 2026.” The
        principal amount of Notes that may be authenticated and delivered under this Indenture, prior to any PIK Payment pursuant to Section 2.02 and Section 2.03, is initially limited to $750,000,000, subject to Section 2.10 and except for Notes
        authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent permitted hereunder.

     

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

     

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

     

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

     

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

     

    
      14

      
        


    

     

    

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

     

    Section 2.03.  Date and Denomination of Notes;
          Payments of Interest and Defaulted Amounts. (a) Subject to the making of PIK Payments as described herein, the Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and multiples thereof;
        provided, that, after a PIK Payment, the denominations of the Sponsor Notes shall be $1.00 and any integral multiple of $1.00 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified
        on the face of such Note. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

     

    (b)            Except in circumstances where the Indenture specifically provides that interest on the Sponsor Notes is paid in cash, no cash interest shall be payable on the Sponsor Notes, other than in respect
        of Additional Interest or with respect to conversions, redemptions and repurchases otherwise set forth in this Indenture. Interest on the Sponsor Notes (and any PIK Notes issued with respect thereto) shall accrue at a rate of 2.50% per annum and be
        paid on the Interest Payment Date based on the then outstanding principal amount of the Notes by increasing the principal amount of the outstanding Sponsor Notes in a principal amount equal to such accrued interest due on such Interest Payment
        Date, rounded up to the nearest $1.00 (such increased principal amount of Sponsor Notes, “PIK Interest”). On each Interest Payment Date, in connection with the
        payment of PIK Interest in respect of the Sponsor Notes, the Company shall either (x) increase the outstanding principal amount of the applicable Sponsor Global Notes in an amount equal to the PIK Interest due on such Interest Payment Date (a “PIK Increase”) or (y) subject to the immediately following sentence, issue to the Holder of such Sponsor Notes additional certificated Sponsor Notes (“PIK Notes”) under this Indenture in an amount equal to the PIK Interest due on such Interest Payment Date on the same terms and conditions as the Sponsor Notes issued
        on the Issue Date (in each case of (x) and (y), a “PIK Payment”), in each case, rounded up to the nearest whole dollar. The Company shall deliver to the Trustee a
        Company Order no later than two (2) Business Days prior to the applicable Interest Payment Date requesting the applicable PIK Payment in the form of a PIK Increase to the applicable Sponsor Note; provided that, in any event, if the Company does not
        authenticate the applicable PIK Payment or deliver to the Holder of the Sponsor Notes additional PIK Notes on the applicable Interest Payment Date in an amount equal to the applicable PIK Payment, the outstanding principal amount under the
        applicable Sponsor Note shall be deemed to be automatically increased pursuant to this Section 2.03(b) to reflect a PIK Increase to the principal amount under such Sponsor Note in an amount equal to such PIK Payment (it being agreed that the
        Trustee shall not be obligated to reflect such PIK Payment on its books and records unless and until it receives such Company Order or an order from a court of competent jurisdiction). PIK Notes will be issued in minimum denominations of $1.00 and
        integral multiples of $1.00 in excess thereof. Any reference herein to the “principal amount”, “principal”, “aggregate principal amount” or similar terms of a Note at any time shall, in the case of a Sponsor Note, be a reference to its principal
        amount after giving effect to all such PIK Payments. In the event of any conversion of a Sponsor Note from the period on or after the September 1, 2026 Interest Record Date and prior to the Maturity Date, any interest paid to the Holder of such
        Sponsor Note shall be paid in cash and not in the form of a PIK Note, and shall be paid regardless of any conversion during such period.

     

    
      15

      
        


    

     

    

    (c)            The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any Interest Payment Date, shall
        be entitled to receive the interest payable on such Interest Payment Date, which shall be paid in cash, other than in the case of the Sponsor Note, which shall be paid as PIK Interest as described in Section 2.03(b). The Company shall have no
        obligation to separately deliver cash for any accrued and unpaid interest on any Sponsor Note to the extent that such accrued and unpaid interest has already been included as PIK Interest, including in connection with any acceleration, redemption,
        repurchase upon a fundamental change or conversion. Interest shall be payable at the office or agency of the Company designated by the Company for such purposes in the United States of America, which shall initially be the Corporate Trust Office,
        or any other office or agency located in the United States of America so designated by the Trustee. Except as described in Section 2.03(b), the Company shall pay (or cause the Paying Agent to pay) interest (i) on any Physical Notes (A) to Holders
        holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate
        principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar (containing the requisite information for the Trustee or Paying Agent to make such wire transfer) not
        later than the relevant Interest Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States of America, 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.

     

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

     

    
      16

      
        


    

     

    

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

     

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

     

    (iii)          The Company agrees, unless otherwise required by a change in law or as required by a taxing authority following an audit or examination, to treat all PIK Interest or other amounts payable in-kind in
        respect of the Notes as governed by the rules applicable to debt instruments that have been issued with “original issue discount” for U.S. federal income tax purposes, and not to treat such amounts as giving rise to deemed distributions under
        Section 305 of the Internal Revenue Code of 1986. The Company shall not file any tax return or otherwise take any position inconsistent with the foregoing.

     

    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 any of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents.

     

    
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    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; provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Such Company Order shall state
      whether any Notes to be authenticated are Sponsor Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of a Company Order, authenticate and deliver any PIK Notes for an aggregate principal amount specified by the
      Company in the Company Order.

     

    Only such Notes (other than the Sponsor Notes) as shall bear thereon a certificate of authentication substantially in the form set forth
      on the Form of Note attached as Exhibit A hereto with respect to such Notes or the Form of Sponsor Note attached as Exhibit B hereto with respect to the Sponsor Notes, 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. The entries in the Note Register shall be conclusive absent manifest error, and all parties
        shall treat each Person whose name is recorded in the Note Register pursuant to the terms hereof as a lender hereunder for all purposes of this Indenture. The Company intends that the Notes under this Indenture be treated as being issued and
        maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Internal Revenue Code of 1986 and any regulations thereunder (and any successor provisions), including without limitation under United States
        Treasury Regulations Section 5f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and the provisions of this Indenture shall be construed in a manner that gives effect to such intent.

     

    
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    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 Company and duly executed, by the Holder thereof or its
      attorney-in-fact duly authorized in writing.

     

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

     

    None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i)
      any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance
      with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with Article 16, except the unredeemed portion of any Note being redeemed in part.

     

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

     

    Notwithstanding the foregoing or anything to the contrary provided herein, a holder of a beneficial interest in a Note that is not a
      Sponsor Note may not exchange or transfer such beneficial interest for a beneficial interest in a Sponsor Note but a holder of a beneficial interest in a Sponsor Note may, at any time, exchange or transfer such beneficial interest for a beneficial
      interest in a Note that is not a Sponsor Note. Any such transfer shall be made in accordance with the applicable procedures of the Depositary and the customary procedures of the Trustee.

     

    
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    (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.

     

    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, (2) such later date, if any, as may be required by
      applicable law, and (3) such date as shall be determined pursuant to Section 4.21 of the Investment Agreement, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if
      any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement that
      has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
      Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):

     

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

     

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

     

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

     

    
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    (C)            TO A 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 FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     

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

     

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

     

    
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    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.

     

    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 to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to
      the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (C)          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)(C) 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 FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
      SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

     

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

     

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

     

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

     

    (g)            Under no circumstances shall the Trustee be obligated to take any instruction or election from a purported beneficial owner of the Notes.

     

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

     

    

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

     

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

     

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

     

    Section 2.08.  Cancellation of Notes Paid, Converted, Etc.  The Company shall cause all Notes surrendered for the purpose of
        payment, redemption, repurchase, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents or Subsidiaries), to be surrendered to the Trustee for cancellation. All
        Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange 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 a certificate of such disposition to the Company upon the Company’s written request.

     

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

     

    On the Issue Date, the Notes shall initially bear the CUSIP and ISIN numbers set forth in the following sentence. The CUSIP and ISIN
      numbers for the Sponsor Global Notes that are Restricted Global Notes shall be 67059N AC2 and US67059NAC20, respectively; the CUSIP and ISIN numbers for the Sponsor Global Notes that are Unrestricted Global Notes shall be 67059N AD0 and US67059NAD03,
      respectively; the CUSIP and ISIN numbers for Restricted Global Notes other than Sponsor Global Notes shall be 67059N AE8 and US67059NAE85, respectively; and the CUSIP and ISIN numbers for Unrestricted Global Notes other than Sponsor Global Notes
      shall be 67059N AF5 and US67059NAF50, respectively.

    

    

    Section 2.10.  Additional Notes; Repurchases.  The Company may, without the consent of, or notice to, the Holders and
        notwithstanding Section 2.01, reopen this Indenture and issue Additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and, if applicable, restrictions on
        transfer in respect of such Additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such
        Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Any Additional Notes will be treated as a single series for all
        purposes under this Indenture except as set forth this Section 2.10. 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 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, in each case without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation
        in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase, and the Trustee shall cancel all Notes so surrendered.

     

    
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    ARTICLE 3

      Satisfaction and Discharge

     

    Section 3.01.  Satisfaction and Discharge.  This Indenture shall upon request of the Company contained in an Officer’s
        Certificate 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, 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, paid or converted 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; or (ii) the Company has deposited with
        the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, any Redemption Date, upon conversion or otherwise, cash or cash, shares of Common
        Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has
        delivered to the Trustee an 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.

     

    ARTICLE 4

      Particular Covenants of the Company

     

    Section 4.01.  Payment of Aggregate Principal Amount and Interest.  The Company covenants and agrees that it will cause to be
        paid the applicable aggregate principal amount (including PIK Interest, the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and
        in the manner provided herein and in the Notes. The Company covenants and agrees to take all actions necessary, or that may be reasonably requested by the Trustee, in order to pay PIK Interest on the Sponsor Note.

     

    
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    Notwithstanding anything herein 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, interest or Defaulted Amounts payments hereunder. The Company shall pay interest (including post-petition interest in any
      proceeding under any bankruptcy law) on overdue principal (including PIK Interest, the Redemption Price and the Fundamental Change Repurchase Price, if applicable), at the rate equal to the interest rate on the Notes to the extent lawful; it shall
      pay interest (including post-petition interest in any proceeding under any bankruptcy law) on overdue installments of interest (without regard to any applicable grace period), at a rate equal to the interest rate on the Notes to the extent lawful.

     

    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 served. The Company will give prompt written
        notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
        such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office in the United States of America 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.

     

    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 served; provided that the Corporate Trust Office shall not be a place for service of legal process on the Company.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)            Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason,
        pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and
        upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified
        in Section 6.01(i) or Section 6.01(j), the Trustee shall automatically become the Paying Agent.

     

    
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    (d)            Subject to applicable escheatment laws, any money or property deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including PIK
        Interest, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two (2) years after such principal
        (including PIK Interest, the Fundamental Change Repurchase Price or the Redemption Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in
        an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; 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.

     

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

     

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

     

    (b)              The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 (or
        any successor rule) 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 (or any successor thereto) shall be deemed to
        be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or any successor thereto), it being understood that the Trustee shall not be responsible 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).

     

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

     

    Section 4.08.  Compliance Certificate; Statements as to Defaults.  The Company shall deliver to the Trustee within 120 days
        after the end of each fiscal year of the Company (beginning with the fiscal year ending on July 31, 2021) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and
        covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof.

     

    In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any
      Event of Default or Default, an 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 5

      Lists of Holders and Reports by the Company and the Trustee

     

    Section 5.01.  Lists of Holders.  The Company covenants and agrees that it will furnish or cause to be furnished to the
        Trustee, semi-annually, not more than 10 days after each March 1 and September 1 in each year beginning with March 1, 2021, and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such
        request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the
        Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the
        Trustee is acting as Note Registrar.

     

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

     

    
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    ARTICLE 6

      Defaults and Remedies

     

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

     

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

     

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

     

    (c)            failure by the Company to comply with its obligation to convert the Sponsor Notes in accordance with this Indenture upon exercise of a Holder’s conversion right;

     

    (d)            failure by the Company to comply with its obligation to convert the Notes (other than the Sponsor Notes) in accordance with this Indenture upon exercise of a Holder’s conversion right, and such
        failure continues for three (3) Business Days;

     

    (e)            failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) when due;

     

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

     

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

     

    (h)            default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be
        secured or evidenced, any indebtedness for money borrowed in excess of $40,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter
        be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its
        stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and, in the case of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been
        cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company from the Trustee or the Holders of at least 25% in principal amount of Notes then outstanding in accordance with
        this Indenture;

     

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

     

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

     

    Section 6.02.  Acceleration; Rescission and Annulment.  If one or more Events of Default shall have occurred and be continuing
        (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
        governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of all of the Notes shall have already become due and
        payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may
        declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything 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
        interest, if any, on, all Notes shall become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     

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

     

    
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    Section 6.03.  Additional Interest.  Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent
        the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default, consist
        exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for 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 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 so elects, such Additional Interest shall be payable in the same manner and on the same dates as regular interest on the Notes. 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), the Notes shall be immediately subject to acceleration as provided in
        Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In
        the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be
        immediately subject to acceleration as provided in Section 6.02.

     

    In order to elect to pay Additional Interest as the sole remedy during the first 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.

     

    Section 6.04.  Payments of Notes on Default; Suit Therefor.  If an Event of Default described in clause (a) or
        (b) of Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal (including
        the Fundamental Change Repurchase Price or Redemption Price, and PIK Interest on the Sponsor Notes, if applicable), and interest, if any, with interest on such overdue principal, at the rate borne by the Notes at such time, and, in addition
        thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee 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.

     

    
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    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 the principal and accrued and unpaid interest, if, 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.

     

    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.

     

    
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    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 6 with respect to the Notes shall be applied in the following order,
        at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

     

    First,
        to the payment of all amounts due the Trustee under Section 7.06;

     

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

     

    Third,
        in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable, the PIK Interest, the payment of the Fundamental Change Repurchase Price,
        the Redemption Price and any cash due upon conversion) then owing and unpaid upon the Notes for the principal and interest, if any, with interest on the overdue principal to the extent that such interest has been collected by the Trustee, payable
        upon such overdue amounts at the rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable,
        the PIK Interest, the Fundamental Change Repurchase Price, the Redemption Price and the cash due upon conversion) and interest without preference or priority of principal over interest, or of interest over principal or of any installment of
        interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the PIK Interest, the Fundamental Change Repurchase Price, the Redemption Price and any cash
        due upon conversion) and accrued and unpaid 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, PIK Interest, the Fundamental Change Repurchase Price or the Redemption
        Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes to institute
        any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or
      delivery, as the case may be, of (x) the principal (including PIK Interest, the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion
      of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against
      the Company shall not be impaired or affected without the consent of such Holder.

     

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

     

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

     

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

     

    
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    Section 6.10.   Notice of Defaults.  The Trustee shall, within 90 days after the occurrence and continuance
        of a Default of which the Trustee has actual knowledge, deliver to all Holders notice of all such Defaults, 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 PIK Interest, the Fundamental Change Repurchase Price or the Redemption Price, if applicable), or accrued
        and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as 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 or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change
        Repurchase Price or the Redemption Price, if applicable, 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 (including the right to receive the consideration due upon conversion) in accordance with the provisions of Article 14.

     

    ARTICLE 7

      Concerning the Trustee

     

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

     

    
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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 or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in
        ascertaining the pertinent facts;

     

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

     

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

     

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

     

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

     

    
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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;

     

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

     

    (i)              under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

     

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

     

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

     

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

     

    (b)            any request, direction, order or demand of the Company or a beneficial owner of the Sponsor Notes (made through 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 written or verbal 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; and

     

    (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.

     

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

     

    Section 7.03.  No Responsibility for Recitals, Etc.  The recitals contained herein and in the Notes (except in the Trustee’s
        certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to 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 or any money paid
        to the Company or upon the Company’s direction under any provision of the Indenture.

     

    Section 7.04.  Trustee, Paying Agents, Conversion Agents, or Note Registrar May Own Notes.  The Trustee, any Paying Agent, any
        Conversion 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, or Note Registrar.

     

    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 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.

     

    
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    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 as determined by a final, non-appealable decision of a court of competent jurisdiction. 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 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 secured by a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust
        herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the
        Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. 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.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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.

     

    
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    (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 lien to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant
        to the provisions of Section 7.06.

     

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

     

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

     

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

     

    
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    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 (3) Business Days after the date notice to the Company is deemed to be
        received pursuant to Section 17.03, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written
        instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

     

    ARTICLE 8

      Concerning the Holders

     

    Section 8.01.  Action by Holders.  Whenever in this Indenture it is provided that the Holders of a specified percentage of the
        aggregate principal amount of the Notes (which shall, for the avoidance of doubt, be determined by taking into account the PIK Notes unless otherwise specified) may take any action (including the making of any demand or request, the giving of any
        notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of
        similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c)
        by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may 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.

     

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

     

    Section 8.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee, any authenticating agent, any Paying Agent, any
        Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding
        any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including any PIK Interest, Fundamental Change Repurchase
        Price or the Redemption Price) of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes 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.

     

    Section 8.04.  Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate
        principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of Company or any Subsidiary thereof shall be
        disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be
        so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to
        such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision 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. Notwithstanding Section 316(a)(1) of the Trust Indenture Act (which, for the avoidance of doubt shall not apply to this Indenture unless and until this Indenture is qualified under the
        Trust Indenture Act) or anything herein to the contrary, to the fullest extent permitted by law, no Sponsor Notes shall be deemed to be owned by the Company or any of its Subsidiaries or Affiliates for purposes of this Indenture, the Notes and any
        direction, waiver or consent with respect thereto.

     

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

     

    ARTICLE 9

      Holders’ Meetings

     

    Section 9.01.  Purpose of Meetings.  A meeting







        of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9 for any of the following purposes:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    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.

     

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

     

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

     

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

     

    ARTICLE 10

      Supplemental Indentures

     

    Section 10.01.  Supplemental Indentures Without Consent of Holders.  Without the consent of any Holder, 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 in this Indenture or the Notes in a manner that does not, individually or in the aggregate, materially adversely affect the rights of any
        Holder;

     

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

     

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

     

    (d)            to secure the Notes;

     

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

     

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

     

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

     

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

     

    (i)            to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee;

     

    (j)            subject to Section 14.02(a)(v) and (vi), to irrevocably elect or eliminate the right to elect a Settlement Method (including an Irrevocable Settlement Election) and/or irrevocably elect a minimum
        Specified Dollar Amount;

     

    (k)            to provide for the issuance of Additional Notes or PIK Notes in accordance with the terms of this Indenture;

     

    (l)            in the event that the PIK Notes are issued in certificated form, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and
        establish minimum redemption amounts for certificated PIK Notes; or

     

    (m)            to make such changes as are necessary to provide for the Notes to be eligible for transfer through DTC; provided, such change does not adversely affect the rights of any Holder under this Indenture
        or the Notes.

     

    Upon the written request of the Company, 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, liabilities or immunities under this Indenture or otherwise.

     

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

     

    Section 10.02.  Supplemental Indentures with Consent of Holders.  With the consent (evidenced as provided in
        Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or
        tender or exchange offer for, the 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, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:

     

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

     

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

     

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

     

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

     

    (e)            reduce the PIK Interest (or provide for the payment of accrued interest on the Sponsor Notes or any PIK Note in the form of cash interest, except as expressly contemplated hereunder), the
        Fundamental Change Repurchase Price or the Redemption 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, or in a form or manner 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 the principal and interest, if any, 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 Note; or

     

    (i)            make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09.

     

    Notwithstanding the foregoing or anything to the contrary, so long as any Sponsor Notes are outstanding, without the consent of the
      Holders of 100% of the aggregate principal amount of the Sponsor Notes, an amendment, supplement or waiver, including a waiver pursuant to Section 6.09, may not modify any provision contained in this Indenture specifically and uniquely applicable to
      the Sponsor Notes in a manner materially adverse to the Holders of, or the holders of a beneficial interest in, the Sponsor Notes.

    

    

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

     

    Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient
      if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders (with a copy to the Trustee) 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.

     

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

     

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

     

    Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.  In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and
        an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture and that the supplemental indenture constitutes
        the legal, valid and binding obligation of the Company enforceable in accordance with its terms.

     

    ARTICLE 11

      Consolidation, Merger, Sale, Conveyance and Lease

     

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

     

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

     

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

     

    
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    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 (if other than
        the Company), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual
        delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if
        not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the
        first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
        delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be
        authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and
        delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as
        though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as
        the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of
        a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.

     

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

     

    Section 11.03.  Opinion of Counsel to Be Given to Trustee.  No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an 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 11; provided that







        no Officer’s Certificate or Opinion of Counsel shall be required to be delivered with respect to any consolidation or merger where the Company is the Successor Company.

     

    ARTICLE 12

      Immunity of Incorporators, Stockholders, Officers and Directors

     

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

     

    
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    ARTICLE 13

      Intentionally Omitted

     

    ARTICLE 14

      Conversion of Notes

     

    Section 14.01.  Conversion Privilege.  Subject to and upon compliance with the provisions of this Article 14,
        each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or a multiple thereof) of such Note at any time prior to the close of business on the
        Scheduled Trading Day immediately preceding the Maturity Date, at an initial conversion rate of 36.0360 shares of Common Stock (subject to adjustment as provided in this Article 14 and Exhibit C, 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”). For the avoidance of doubt, a Holder shall not have the right to submit a Note or portion of a Note for conversion if the principal amount of such Note or portion of a Note is less than $1,000
        and the Company will instead deliver cash equal to the principal amount for any such Note or portion of a Note that is less than $1,000.

     

    Section 14.02.  Conversion Procedure; Settlement
          Upon Conversion.

     

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

     

    (i)            All conversions for which the relevant Conversion Date occurs on or after June 1, 2026 or during a Redemption Period shall be settled using the same Settlement Method.

     

    (ii)           Except for any conversions described in the immediately preceding clause (i), the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company
        shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates.

     

    
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    (iii)          If, in respect of any Conversion Date (or the period described in clause (i) above, 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,
        the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Scheduled Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant
        Conversion Date occurs (i) during a Redemption Period in the related Redemption Notice or (ii) on or after June 1, 2026, no later than the close of business on Scheduled Trading Day immediately preceding June 1, 2026). If the Company does not
        timely 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 for such conversion or during such period 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. Notwithstanding the foregoing, any conversion of Sponsor Notes shall be subject to Section 14.02(a)(v).

     

    (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)            Subject to clause (D) below, 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)            Subject to clause (D) below, 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 Measurement Days during the related Observation Period; and

     

    (C)            Subject to clause (D) below, 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 Measurement Days during the related Observation Period.

     

    (D)            to the extent a Holder of a Sponsor Note submits a Notice of Conversion with respect to a Sponsor Note following a Redemption Notice and prior to the close of business on the Scheduled Trading Day
        immediately preceding the related Redemption Date, the Company shall pay or deliver, as the case may be, the converting Holder in respect of each $1,000 principal amount of Notes being converted, the Settlement Amount due calculated by using the
        Settlement Method set forth in the Sponsor Election Notice.

     

    
      56

      
        


    

     

    

    (v)            Notwithstanding anything herein to the contrary, (1) subject to clause (2), the Company hereby initially elects to satisfy its Conversion Obligation with respect to any conversion of Sponsor Notes by
        Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes and (2) following a Redemption Notice and prior to the close of business on the Scheduled Trading Day immediately preceding the related Redemption
        Date, a Holder of a Sponsor Notes may only convert such Notes if such Holder delivers, concurrently with such conversion, a written notice to the Company, specifying the Settlement Method (and, in the case of Combination Settlement, the Specified
        Dollar Amount) that shall apply (such notice, a “Sponsor Election Notice”) for any conversion of such Holder’s Notes following the Redemption Notice and prior to
        the close of business on the Scheduled Trading Day immediately preceding the Redemption Date. The Company shall, promptly following receipt of a Sponsor Election Notice, provide a copy to the Trustee and the Conversion Agent (if other than the
        Trustee), upon which the Trustee and Conversion Agent may conclusively rely.

     

    (vi)            The Company may change its Settlement Method election (and, in the case of Combination Settlement, the Specified Dollar Amount) with respect to any conversion of Sponsor Notes (other than a conversion
        following a Redemption Notice and prior to the related Redemption Date) by delivering a notice that specifies the newly elected Settlement Method and, in the case of Combination Settlement, the applicable Specified Dollar Amount (the “Sponsor Settlement Notice”) to the Holders of the Sponsor Notes (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), and such newly
        elected Settlement Method (and, in the case of Combination Settlement, the Specified Dollar Amount) shall be effective no earlier than five (5) Trading Days after the date on which such Sponsor Settlement Notice was received by the Holder. In the
        event any Holder(s) of Sponsor Notes exercises its right to convert all or any portion of such Sponsor Notes, (A) the relevant Observation Period for purposes of determining the Daily Settlement Amount, in the case of Combination Settlement, and
        Daily Conversion Values, in the case of Cash Settlement, with respect to such Sponsor Notes shall be the 25 consecutive Trading Day period beginning on, and including, the 26th Trading Day immediately preceding the applicable Conversion Date and
        ending on the Trading Day immediately preceding such Conversion Date and (B) the Company shall promptly (x) determine the Daily Settlement Amount or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of
        delivering any fractional shares of Common Stock and (y) notify the Trustee, the Conversion Agent (if other than the Trustee) and such Holder of Sponsor Notes being so converted of the Daily Settlement Amount or the Daily Conversion Values, as the
        case may be, and the amount of cash payable in lieu of delivering any fractional shares of Common Stock.

     

    (vii)            With respect to Notes that are not Sponsor Notes, 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, with respect to Notes that are not Sponsor Notes 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.

     

    
      57

      
        


    

     

    

    (viii)            Subject to Section 14.02(a)(v) and (vi), prior to June 1, 2026, the Company may, at its election, by notice to Holders, the Trustee, and the Conversion Agent (if other than the Trustee), elect to
        irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect (which, for the avoidance of doubt, shall exclude a conversion following a Redemption Notice and prior to the related Redemption Date)
        including Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes to be converted (such election, an “Irrevocable Settlement
          Election”) with an ability to continue to set the specified dollar amount per $1,000 principal amount of Notes at or above a specific amount, the Company will, after the date of such election, inform Holders converting their Notes, the
        Trustee and the Conversion Agent (if other than the Trustee) of such specified dollar amount no later than the close of business on the Trading Day immediately following the related Conversion Date, or, if the Company does not timely notify
        Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such specified dollar amount will be the specific amount set forth in the election notice unless, if no specific amount was set forth in the election notice, such
        specified dollar amount will be $1,000 per $1,000 principal amount of Notes. The Irrevocable Settlement Election will apply to all Note conversions on Conversion Dates occurring subsequent to delivery of such notice; provided, however, that no such
        Irrevocable Settlement Election will affect any settlement method theretofore elected (or deemed to be elected) with respect to any Note (including the right of the Holder of the Sponsor Notes to elect any settlement method following a Redemption
        Notice pursuant to Section 14.02(a)(v)). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes. However, the Company may nonetheless choose to execute such an
        amendment at the Company’s option.

     

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

     

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

     

    
      58

      
        


    

     

    

    (c)            A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
          Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), in the case of any conversion of Notes other than Sponsor Notes, the Company shall
        pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the second Business
        Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement. In the case of any conversion of Sponsor Notes, 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 unless otherwise specified in the written notice referred to in the proviso below; provided, however, that (i) to the extent all or a portion of the Conversion Obligation is paid in cash, such cash shall not be due until the earlier of (A) the 10th Business Day
        immediately following the relevant Conversion Date and (B) the Maturity Date, and (ii) to the extent all or a portion of the Conversion Obligation is to be paid in shares of Common Stock, such shares shall be delivered on the day specified in a
        written notice from the beneficial owner(s) of the Sponsor Notes being converted that is delivered to the Company on or prior to the Business Day immediately following the relevant Conversion Date, which delivery date (in respect of such shares of
        Common Stock) shall be the second Business Day immediately following the relevant Conversion Date (it being understood that if no such notice is delivered to the Company, then the Company shall deliver such shares on the second Business Day
        immediately following the relevant Conversion Date). Such written notice shall include a certification therein that the beneficial owners delivering such written notice are holders that hold beneficial interests in the Sponsor Notes subject to
        conversion. The Company shall promptly notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Conversion Date for such Sponsor Notes and the delivery date for such shares of Common Stock. 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 issue of any shares of Common Stock upon conversion, unless the
        tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock
        being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

     

    
      59

      
        


    

     

    

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

     

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

     

    (h)            Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation
        shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but excluding,
        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, accrued and unpaid interest will be deemed to be paid
        first out of the cash paid upon such conversion. Notwithstanding the foregoing, (i) if Notes (other than Sponsor Notes) are converted after the close of business on an Interest Record Date and prior to the open of business on the corresponding
        Interest Payment Date, Holders of such Notes as of the close of business on such Interest Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date, notwithstanding the conversion and (ii)
        except in the circumstances where the Indenture expressly provides that interest on the Sponsor Notes is paid in cash, if Sponsor Notes are converted after the close of business on an Interest Record Date and prior to the open of business on the
        corresponding Interest Payment Date, Holders of such Sponsor Notes as of the close of business on such Interest Record Date will receive the full amount of PIK Interest payable on such Sponsor Notes on the corresponding Interest Payment Date,
        notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Interest Record Date to the open of business on the immediately following Interest Payment Date, must be accompanied by funds equal
        to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Interest Record
        Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after an Interest Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment
        Date; (3) if the Company has specified a Redemption Date that is after an Interest Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (4) to the extent of any Defaulted Amounts, if any
        Defaulted Amounts exists at the time of conversion with respect to such Note; or (5) with respect to any Sponsor Note. Therefore, for the avoidance of doubt, all Holders of record on the Interest Record Date immediately preceding the Maturity Date,
        any Redemption Date or any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due (in the case of the Sponsor Note, interest shall be paid in cash, rather than PIK Notes, in
        such circumstances) on the Maturity Date, any Fundamental Change Repurchase Date or any Redemption Date, as the case may be, or other applicable Interest Payment Date regardless of whether their Notes have been converted, redeemed and/or
        repurchased, as applicable, following such Interest Record Date.

     

    
      60

      
        


    

     

    

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

     

    (j)            The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon
        conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement or in the case of a conversion of Sponsor Notes) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the
        case of Combination Settlement other than with respect to Sponsor Notes). 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 (x) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall,
        under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional







          Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and
        including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a
        Fundamental Change but for the proviso in clause (b) of the definition
        thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

     

    (b)            Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, 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, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change
        no later than five (5) Business Days after such Effective Date.

     

    
      61

      
        


    

     

    

    (c)            The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions during the Make-Whole Fundamental Change Period shall be determined by reference to the
        table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (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, as set forth in this Section 14.03. 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. In the case of any other Make-Whole Fundamental Change, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five (5) Trading Day period ending on,
        and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any
        adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is defined for purposes of Section 14.04) or expiration date of the event
        occurs, during such five (5) 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, other than any adjustment to
        the Conversion Rate pursuant to Exhibit C on the Conversion Rate Adjustment Date. 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. Solely for purposes of the second sentence of this Section 14.03(d) and with respect to adjusting the Stock Prices in the table below, the initial Conversion
        Rate used to calculate the number of shares in the table below is 37.7358 shares of Common Stock per $1,000 principal amount (the “Initial Make-Whole Conversion Rate”),







        which Initial Make-Whole Conversion Rate is not subject to adjustment pursuant to the adjustment of the Conversion Rate set forth on Exhibit C on the Conversion Rate Adjustment Date, but shall otherwise be adjusted in the same manner and at the
        same time as the Conversion Rate as set forth in Section 14.04. For the avoidance of doubt, any Additional Shares to be added to the Conversion Rate shall be added to the Conversion Rate then in effect at the time of the Make-Whole Fundamental
        Change and not to the Initial Make-Whole Conversion Rate or any other Conversion Rate based on an the Initial Make-Whole Conversion Rate.

     

    
      62

      
        


    

     

    

    (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

          	
            
              $21.64

            

          	
            
              $23.00

            

          	
            
              $25.25

            

          	
            
              $26.50

            

          	
            
              $27.75

            

          	
            
              $35.00

            

          	
            
              $41.63

            

          	
            
              $60.00

            

          	
            
              $100.00

            

          	
            
              $150.00

            

          	
            
              $200.00

            

          	
            
              $300.00

            

          
	
            Sept 24, 2020

          	
            6.6067

          	
            6.6067

          	
            6.1564

          	
            5.5800

          	
            5.0868

          	
            3.2746

          	
            2.4362

          	
            1.4048

          	
            0.6512

          	
            0.2937

          	
            0.1258

          	
            0.0003

          
	
            Sept 15, 2021

          	
            6.6067

          	
            6.6067

          	
            5.7327

          	
            5.1302

          	
            4.6209

          	
            2.8203

          	
            2.0435

          	
            1.1558

          	
            0.5371

          	
            0.2430

          	
            0.1036

          	
            0.0000

          
	
            Sept 15, 2022

          	
            6.6067

          	
            6.6067

          	
            5.2642

          	
            4.6283

          	
            4.0991

          	
            2.3154

          	
            1.6140

          	
            0.8897

          	
            0.4153

          	
            0.1884

          	
            0.0799

          	
            0.0000

          
	
            Sept 15, 2023

          	
            6.6067

          	
            6.3843

          	
            4.7426

          	
            4.0626

          	
            3.5081

          	
            1.7543

          	
            1.1456

          	
            0.6073

          	
            0.2855

          	
            0.1299

          	
            0.0547

          	
            0.0000

          
	
            Sept 15, 2024

          	
            6.6067

          	
            5.9978

          	
            4.1390

          	
            3.3992

          	
            2.8159

          	
            1.1363

          	
            0.6354

          	
            0.3103

          	
            0.1477

          	
            0.0676

          	
            0.0284

          	
            0.0000

          
	
            Sept 15, 2025

          	
            6.6067

          	
            5.6022

          	
            3.3347

          	
            2.4989

          	
            1.8926

          	
            0.5234

          	
            0.0365

          	
            0.0000

          	
            0.0000

          	
            0.0000

          	
            0.0000

          	
            0.0000

          
	
            Sept 15, 2026

          	
            6.6067

          	
            5.6022

          	
            1.8685

          	
            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 $300.00 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 $21.64 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 46.2107 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 described in this Section 14.04 or Exhibit C 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.

     

    
      63

      
        


    

     

    

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

     

     

    where,

     

    	
            CR0

          	
            =

          	
            the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of
              business on the Effective Date of such share split or share combination, as the case may be;

             

            

          
	
            CR’

          	
            =

          	
            the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as the case may be;

             

            

          
	
            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, share split or share combination), as the case may be; and

             

            

          
	
            OS’

          	
            =

          	
            the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as the case may be.

          


    

      

      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.

     

    
      64

      
        


    

     

    

    (b)            If the Company issues 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, the Conversion Rate shall be increased based on the following formula:

     

     

    where,

     

    	
            CR0

          	
            =

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

             

            

          
	
            CR’

          	
            =

          	
            the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

              

            

          
	
            OS0

          	
            =

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

             

            

          
	
            X

          	
            =

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

              

            

          
	
            Y

          	
            =

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

          


    

      

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

     

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

     

    
      65

      
        


    

     

    

    (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 an adjustment was effected pursuant to Section 14.04(d), (iii) rights issued pursuant a stockholder rights plan except as set forth in Section 14.11, (iv) distributions of Reference Property in a
        transaction described in Section 14.07 and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or
        warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:

     

     

    

     

    

    where,

     

    	
            CR0

          	
            =

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

             

            

          
	
            CR’

          	
            =

          	
            the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

              

            

          
	
            SP0

          	
            =

          	
            the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
              preceding the Ex-Dividend Date for such distribution; and

             

            

          
	
            FMV

          	
            =

          	
            the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the
              Ex-Dividend Date for such distribution.

          


    

      

      Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate
      shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of
      the foregoing increase, each Holder of a Note shall receive (without having to convert its Notes), in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed
      Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of
      Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the
      same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

     

    
      66

      
        


    

     

    

    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 any Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national
      securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:

     

     

     

    where,

     

    	
            CR0

          	
            =

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

             

            

          
	
            CR’

          	
            =

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

             

            

          
	
            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”) provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation
              Period” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and

             

            

          
	
            MP0

          	
            =

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

          


    

      

      The adjustment to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided
      that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, references to “10” in the portion of this Section 14.04(c) related to Spin-Offs shall be
      deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash
      Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10” in the portion of this Section 14.04(c) related to
      Spin-Offs shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day. If the distribution
      constituting the Spin-Off 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 constituting the Spin-Off had not been declared.

     

    
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    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

     

    
      68

      
        


    

     

    

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







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

     

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

     

     

    

     

    

    where,

     

    	
            CR0

          	
            =

          	
            the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

             

            

          
	
            CR’

          	
            =

          	
            the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

             

            

          
	
            SP0

          	
            =

          	
            the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

             

            

          
	
            C

          	
            =

          	
            the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

          


    

    

    Any increase pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or
      distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would
      then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a
      Note shall receive (without having to convert its Notes), for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received
      if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such cash dividend or distribution.

     

    
      69

      
        


    

     

    

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

     

     

    

     

    

    where,

     

    	
            CR0

          	
            =

          	
            the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding
              the date such tender or exchange offer expires;

             

            

          
	
            CR’

          	
            =

          	
            the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding
              the date such tender or exchange offer expires;

              

            

          
	
            AC

          	
            =

          	
            the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such
              tender or exchange offer;

             

            

          
	
            OS0

          	
            =

          	
            the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all
              shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

             

            

          
	
            OS’

          	
            =

          	
            the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares
              of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

             

            

          
	
            SP’

          	
            =

          	
            the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next
              succeeding the date such tender or exchange offer expires.

          


    

    

    
      70

      
        


    

    

    

    The adjustment to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and
      including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which
      Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or
      “10th” in this Section 14.04(e) shall be deemed replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Conversion Date in determining the Conversion Rate and (y) in respect
      of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and
      including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in this Section 14.04(e) shall be deemed replaced with such lesser number of Trading Days as have elapsed between the
      expiration date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in
      this Section 14.04(f) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such tender or
      exchange offer had not been made or had been made only in respect of the purchases that have been made.

     

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

     

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

     

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

     

    
      71

      
        


    

     

    

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

     

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

     

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

     

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

     

    (iv)            upon the repurchase of shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction (including, without limitation, through any structured or derivative
        transactions such as accelerated share repurchase derivatives) that is not a tender offer or exchange offer of the nature described in Section 14.04(e);

     

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

     

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

     

    (j)            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% of 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) when the aggregate of all such carried-forward adjustments equals or exceeds 1% of the Conversion Rate and (ii) regardless of whether the aggregate adjustment (or such
        cumulative net effect) is less than 1% of the Conversion Rate, (x), (A) on the Conversion Date for any Notes (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination
        Settlement), including the Observation Period under Section 14.02(a)(v) for a Sponsor Note; (y) annually on the anniversary of the Issue Date of the Notes; and (z) on the effective date of any Fundamental Change or Make-Whole Fundamental Change.
        All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.

     

    
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    (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 deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to
        deliver such notice shall not affect the legality or validity of any such adjustment.

     

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

     

    Section 14.05.  Adjustments of Prices.  Whenever any provision of this Indenture requires the Company to calculate
        the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and the period, if any, for determining the Stock Price
        for purposes of a Make-Whole Fundamental Change or Optional Redemption), 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, Effective Date or expiration 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 use its commercially reasonable efforts to
        provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion
        (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement 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,

     

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

     

    (iv)            any statutory share exchange,

     

    in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including
      cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000
      principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a
      number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,









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

     

    If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
      consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average of the types and amounts of consideration received
      by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the
      unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Merger
      Event, then for all conversions that occur after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on
      the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Merger
      Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify 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.

     

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

     

    (b)            When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly file with the Trustee an 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 Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been
        complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof.
        Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

     

    (c)            None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as
        applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event.

     

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

     

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

     

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

     

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

     

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

     

    
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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. 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 (which the Company
        shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other
        than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine whether the Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the
        Holders if the Notes have become convertible pursuant to the terms of this Indenture.

     

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

     

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

     

    (b)            Merger Event (other than any Merger Event pursuant to which notice is provided); or

     

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

     

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

     

    
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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.  (a) When a Holder surrenders its Notes for conversion, the
        Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must
        agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other
        consideration agreed to between the converting Holder and such Designated Institution (the “Conversion Consideration”). If the Company makes the election described
        above, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has
        made such election, and the Company shall concurrently notify the Designated Institution of the relevant deadline for delivery of the Conversion Consideration; provided
        that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the Designated Institution on or prior to the close of business on the Business Day following the relevant
        Conversion Date. Any Notes exchanged by the Designated Institution will remain outstanding, subject to applicable procedures of the Depositary.

     

    (b)            If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related Conversion Consideration to the Conversion Agent, or if the Designated Institution does
        not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), deliver the Conversion Consideration in accordance with the provisions of Section 14.02. For the avoidance of doubt, the Company shall
        continue to remain liable to the converting Holder for the payment of the Conversion Consideration pursuant to this Section 14.12(b) until the Holder has received all such amounts in full from the Designated Institution or the Company.

     

    (c)            For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 require the Designated Institution to accept any Notes for
        exchange.

     

    
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    ARTICLE 15

      Repurchase of Notes at Option of Holders

     

    Section 15.01.  Intentionally Omitted.

     

    Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change.  (a) If a Fundamental Change occurs at any time 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 properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental
        Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the
        Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after an Interest Record Date
        but on or prior to the Interest Payment Date to which such Interest Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Interest Record Date, and the
        Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. For the avoidance of doubt, accrued and unpaid interest on a Sponsor Note described in the immediately
        foregoing sentence shall be paid in cash and not through the issuance of PIK Notes for such period.

     

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

     

    (i)            delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the
        form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in the form set forth in Attachment 2 to the Form of Sponsor Note attached hereto as Exhibit B, if the Sponsor 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.

     

    
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    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 an integral or a multiple of $1,000 in excess thereof and the principal amount of such Notes (or (x)
        with respect to any Note as to which a PIK Payment has been made that increased the principal amount thereof, that is equal to $1.00 or a multiple of $1.00 or (y) with respect to any PIK Note that is equal to $1.00 or a multiple of $1.00); and

     

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

     

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

     

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

     

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

     

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

     

    (i)            the events causing the Fundamental Change;

     

    (ii)            the effective date of the Fundamental Change;

     

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

     

    (iv)            the Fundamental Change Repurchase Price;

     

    (v)              the Fundamental Change Repurchase Date;

     

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

     

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

     

    (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 validly withdraws the Fundamental Change Repurchase Notice
        in accordance with the terms of this Indenture; and

     

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

     

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

     

    At the Company’s request, given at least five (5) days prior to the date the Fundamental Change Company Notice is to be sent, the Trustee
      shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice
      shall be prepared by the Company.

     

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

     

    (e)            The Company shall not be required to make an offer to repurchase Notes upon the occurrence of a Fundamental Change otherwise required under this Section 15.02 if a third party makes an offer to
        purchase Notes in a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to such an offer by the Company and such third party purchases all Notes properly tendered and not validly withdrawn
        under such offer to purchase.

     

    Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice.  (a) A Fundamental Change Repurchase
        Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal received by 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:

     

    
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    (i)            the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000 or a multiple thereof (or (x) with respect to any Note as to which a PIK Payment
        has been made that increased the principal amount thereof, that is equal to $1.00 or a multiple of $1.00 or (y) with respect to any PIK Note that is equal to $1.00 or a multiple of $1.00),

     

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

     

    (iii)            the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or a multiple of $1,000 (or (x)
        with respect to any Note as to which a PIK Payment has been made that increased the principal amount thereof, that is equal to $1.00 or a multiple of $1.00 or (y) with respect to any PIK Note that is equal to $1.00 or a multiple of $1.00);

     

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

     

    Section 15.04.  Deposit of Fundamental Change Repurchase Price.  (a) The Company will deposit with the Trustee
        (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change
        Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the
        Company), payment for Notes surrendered for repurchase (and not 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) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii)
        all other rights of the Holders of such Notes will terminate (other than (x) the right to receive the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after an Interest Record Date but on or prior to the
        Interest Payment Date to which such Interest Record Date relates, the right of the Holder of record on such Interest Record Date to receive the related interest payments).

     

    
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    (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 any tender offer rules under the Exchange Act that may then be applicable;

     

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

     

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

     

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

     

    ARTICLE 16

      Optional Redemption

     

    Section 16.01.  Optional Redemption.  No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to September 15, 2025. On or after September 15, 2025, the Company
        may redeem, at its option (an “Optional Redemption”), for cash all or any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the
        Common Stock has been at least 150% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including at least one of the five (5) Trading Days immediately preceding the date on which the Company provides
        the Redemption Notice in accordance with Section 16.02, during any 30 consecutive Trading Day period (including the last trading day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company
        provides the Redemption Notice (a “Redemption Notice Date”) in accordance with Section 16.02.

     

    Section 16.02.  Notice of Optional Redemption; Selection of Notes.

     

    (a)            In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Scheduled Trading Days prior to the Redemption Notice Date (or such
        shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 60 nor more than 75 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that, if
        the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee); and provided, further, that the Company
        shall not deliver any Redemption Notice to any Holder at any time when there exists any Default or Event of Default. The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 41st Scheduled
        Trading Day immediately preceding the Maturity Date.

     

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

     

    (c)            Each Redemption Notice shall specify:

     

    (i)             the Redemption Date;

     

    (ii)             the Redemption Price;

     

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

     

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

     

    (v)            that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date (unless the Company fails to pay
        the Redemption Price, in which case a Holder of Notes subject to such Optional Redemption may convert such Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or
        duly provided for);

     

    (vi)            the procedures a converting Holder must follow to convert its Notes and the Settlement Method;

     

    (vii)           the Conversion Rate;

     

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

     

    (ix)           in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal
        amount equal to the unredeemed portion thereof shall be issued, which principal amount must be $1,000 or a multiple thereof; and

     

    (x)             in the case of a Sponsor Note, that the Holder is entitled to deliver a Sponsor Election Notice in accordance with the provisions of the Indenture.

     

    
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    A Redemption Notice shall be irrevocable.

     

    (d)            If fewer than all of the outstanding Notes are to be redeemed, the Notes to be redeemed will be selected according to the Depositary’s applicable procedures, in the case of Notes represented by a
        Global Note, or, in the case of Notes represented by Physical Notes, on a pro rata or by lot basis or by another method the Trustee deems to be appropriate and fair. If any Note selected for partial redemption is submitted for conversion in part
        after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption. The selection of any Note or portion thereof for redemption, the sending of any Redemption
        Notice, and the deposit of the Redemption Price with the Trustee or a Paying Agent, shall not in any way limit the conversion privilege of any Holder or the Company’s Conversion Obligation with respect to any Note for which the Conversion Date
        occurs before the Redemption Date.

     

    Section 16.03.  Payment of Notes Called for Redemption.  (a) If any Redemption Notice has been given in
        respect of the Notes in accordance with Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the
        Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the
        principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Note.

     

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

     

    Section 16.04.  Restrictions on Redemption.  The Company may not redeem any Notes on any date if the principal of the Notes has been accelerated in accordance with the terms of this Indenture, and such
        acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

     

    Section 16.05.  Conversion.  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 Redemption Date.

     

    
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    ARTICLE 17
      Miscellaneous Provisions

    

     

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

     

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

     

    Section 17.03.  Addresses for Notices, Etc.  Any notice or demand that by any provision of this Indenture is
        required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being deposited postage prepaid by registered or certified
        mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Nutanix, Inc., 1740 Technology Drive, Suite 150, San Jose, CA 95110, Attention: General Counsel. Any notice, direction, request or demand
        hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate
        Trust Office or sent electronically in PDF format.

     

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

     

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

     

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

     

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

     

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

     

    
      85

      
        


    

     

    

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

     

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

     

    Section 17.05.  Evidence of Compliance with
          Conditions Precedent; Certificates and Opinions of Counsel to Trustee.  Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the
        Trustee an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided
        that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such
        notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

     

    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.

     

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

     

    Section 17.06.  Legal Holidays.  In any case where any Interest Payment Date, Fundamental Change Repurchase
        Date, any Redemption 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 interest shall accrue in respect of the delay.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
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    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.

     

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

     

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

     

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

     

    
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    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, PIK Interest (including interest paid in the form of a PIK Payment to be added to the principal amount payable on the Notes), interest that is payable in cash, any Additional Interest payable, the Conversion Rate (including any
        adjustments thereto) and the Conversion Price 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 (if other than the Trustee), and each of the Trustee and Conversion Agent (if other than the Trustee) is entitled to rely conclusively upon the accuracy of the Company’s
        calculations without independent verification. The Company will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company.

     

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

     

    [Remainder of page intentionally left blank]

     

     

    

     

    

    
      89

      
        


    

     

    

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

     

    
      	
               

            	NUTANIX, INC.
	
               

            	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Duston M. Williams

            
	
               

            	
               

            	Name:

            	
              Duston M. Williams

            
	
               

            	
               

            	Title:

            	
              Chief Financial Officer

              

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              U.S. BANK NATIONAL ASSOCIATION,

                as Trustee. 

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	By:

            	
              /s/ Alejandro Hoyos

              

            
	
               

            	
               

            	Name:

            	
              Alejandro Hoyos

              

            
	
               

            	
               

            	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 CLASS A 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 NUTANIX, 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

    
      A-1

      
        


    

     

    (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 FOR THE COMPANY 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.]

     

    [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE OR A PHYSICAL NOTE]

     

    TO THE EXTENT THAT THIS SECURITY HAS BEEN ACQUIRED BY A HOLDER IN CONNECTION WITH A TRANSFER BY A FORMER HOLDER OF A SPONSOR NOTE, THIS
      SECURITY HAS BEEN ISSUED IN RESPECT OF A SECURITY THAT WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ANY HOLDER OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF
      ANY ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY BY CONTACTING THE CHIEF FINANCIAL OFFICER OF NUTANIX, INC. AT 1740 TECHNOLOGY DRIVE, SUITE 150, SAN JOSE, CA 95110, OR AT (855) 688-2649.

    
      A-2

      
        


    

      

    

    Nutanix, Inc.

     

    2.50% Convertible Senior Note due 2026

     
      	
              No. RA-[●]  

              

            	Initially $[●]


    

                                                                  
    

    CUSIP No. 67059N AE81

     

    Nutanix, 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 amount as set forth in the “Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
      exceed $750,000,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on September 24, 2026, and interest thereon as set forth below.

     

    This Note shall earn interest at the rate of 2.50% per year from September 24, 2020, or from the most recent date to which interest has
      been paid or provided for to, but excluding, the next scheduled Interest Payment Date until September 24, 2026. Accrued 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 the number of days actually elapsed in a 30-day month. Interest is payable semi-annually in arrears on each March 15 and September 15, commencing on March 15, 2021, 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. Additional Interest will be payable as set forth in Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein
      shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be
      construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

     

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

     

    The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available
      funds 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 Corporate
      Trust Office in the United States of America, as a place where Notes may be presented for payment or for registration of transfer and exchange.

    

    
      


    	1 

          	This Note will be deemed to be identified by CUSIP No. 67059N AF5 from and after such time when the Company delivers, pursuant
              to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the occurrence of the Resale Restriction Termination Date
                and the removal of the restrictive legend affixed to this Note in accordance with the applicable procedures of the Depositary. 

          


     

    

    
      A-3

      
        


    

     

    

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

     

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

     

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

     

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

     

    [Remainder of page intentionally left blank]

    
      A-4

      
        


    

    

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

     

    

    	 	NUTANIX, 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 (OTHER THAN SPONSOR NOTE)]

     

    Nutanix, Inc.

      2.50% Convertible Senior Note due 2026

     

    This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2026 (the “Notes”), initially limited to the aggregate principal amount of $750,000,000 all issued or to be issued under and pursuant to an Indenture dated as of September 24, 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 interest on,
      all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions
      and certain exceptions set forth in the Indenture.

     

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

     

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

     

    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
      Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, accrued and unpaid 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 herein prescribed.

    
      R-1

      
        


    

     

    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 prior to September 15, 2025. The Notes shall be redeemable at the Company’s option on or after
      September 15, 2025 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes.

     

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

     

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

     

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

    
      R-2

      
        


    

     

    

    

    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-3

      
        


    

     

    SCHEDULE A

     

    SCHEDULE OF EXCHANGES OF NOTES

     

    Nutanix, Inc.

      2.50% Convertible Senior Notes due 2026

     

    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-4

      
        


    

    
      

    

    ATTACHMENT 1

     

    [FORM OF NOTICE OF CONVERSION]

     

    To:  Nutanix, Inc.

     

    To:  U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

    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 interest accompanies this Note. Capitalized terms
      used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

    

      	Dated: 

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Signature(s)	 


    

     

    
      1

      
        


    

    

    

    	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed

            by an eligible Guarantor Institution

            (banks, stock brokers, savings and

            loan associations and credit unions)

            with membership in an approved

            signature guarantee medallion program

            pursuant to Securities and Exchange

            Commission Rule 17Ad-15 if shares

            of Common Stock are to be issued, or

            Notes are to be delivered, other than

            to and in the name of the registered holder. 

          	 
	 	 
	Fill in for registration of shares if

            to be issued, and Notes if to

            be delivered, other than to and in the

            name of the registered holder: 

          	 
	 	 
	 	 
	 	 
	(Name) 

          	 
	 	 
	 	 
	(Street Address) 

          	 
	 	 
	 	 
	(City, State and Zip Code)

            Please print name and address	 
	 	 
	 	 
	 	
            Principal amount to be converted (if less than all):

            $_________,000

          
	 	 
	 	
            NOTICE:  The above signature(s) of the Holder(s)

              hereof must correspond with the name as written

              

             upon the face of the Note in every particular

            without alteration or enlargement or any change

            whatever.

          
	 	 
	 	 
	 	
            Social Security or Other Taxpayer

            Identification Number

          


     

  

  
    2

    
      


  

  
  

    ATTACHMENT 2

     

    [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

     

    To:  Nutanix, Inc.

     

    To:  U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

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

     

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

     

    

    	Dated: 

          	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature(s) 

          
	 	 	 	 
	 	 	 	 
	 	 	 	Social Security or Other Taxpayer

            Identification Number 

          
	 	 	 	 
	 	 	 	
            Principal amount to be 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.

          


     

    
      1

      
        


    

    

    ATTACHMENT 3

     

    [FORM OF ASSIGNMENT AND TRANSFER]

     

    U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

    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 Nutanix, Inc. or a subsidiary
        thereof; or

     

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

     

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

     

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

    
      1

      
        


    

     

    	Dated:  

          	 	 	 	 


    

    

    	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an

            eligible Guarantor Institution (banks, stock brokers,

            savings and loan associations and credit unions)

            with membership in an approved signature guarantee

            medallion program pursuant to Securities and Exchange

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

            other than to and in the name of the registered holder. 

          	 


    

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

    
      2

      
        


    

    
     

    EXHIBIT B

     

    [FORM OF FACE OF SPONSOR 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 CLASS A 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)            SUBJECT TO SECTION 4.21 OF THE INVESTMENT AGREEMENT, AGREES FOR THE BENEFIT OF NUTANIX, 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

    
      B-1

      
        


    

     

    (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 FOR THE COMPANY 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.]

     

    [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE OR A PHYSICAL NOTE]

     

    THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ANY
      HOLDER OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY BY CONTACTING THE CHIEF FINANCIAL OFFICER OF NUTANIX, INC. AT 1740 TECHNOLOGY DRIVE, SUITE 150,
      SAN JOSE, CA 95110, OR AT (855) 688-2649.

     

    THIS SECURITY IS A SPONSOR NOTE WITHIN THE MEANING OF THE INDENTURE

    
      B-2

      
        


    

     

    [SPONSOR GLOBAL NOTE]

     

    Nutanix, Inc.

     

    2.50% Convertible Senior Note due 2026

     

    	No. RA-[●] 

          	Initially $[●] 

          


                                                                                                                                                   
    

    CUSIP No. 67059N AC22

     

    Nutanix, 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 aggregate principal amount as set forth in the “Schedule of Exchanges of Notes” attached hereto (as increased from time to time for PIK Interest pursuant to the second paragraph below), on September 24, 2026, and interest
      thereon as set forth below.

     

    This Note shall earn interest at the rate of 2.50% per year from September 24, 2020, or from the most recent date to which interest has
      been paid or provided for to, but excluding, the next scheduled Interest Payment Date until September 24, 2026. Accrued 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 the number of days actually elapsed in a 30-day month. Interest is payable semi-annually in arrears on each March 15 and September 15, commencing on March 15, 2021, 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. Additional Interest will be payable as set forth in Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein
      shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be
      construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

     

    Interest on the Sponsor Notes (and any PIK Notes issued with respect thereto) shall accrue at a rate of 2.50% per annum and be paid on the
      Interest Payment Date based on the then outstanding principal amount of the Notes by increasing the principal amount of the outstanding Sponsor Notes in a principal amount equal to such accrued interest due on such Interest Payment Date, rounded up
      to the nearest $1.00, in the manner provided in the Indenture.

     

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

     

    

     

      
        


      	2 

            	
              This Note will be deemed to be identified by CUSIP No. 67059N AD0 from and after such
                  time when the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the
                    occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note in accordance with the applicable procedures of the Depositary.

              


    

     

    

    
      B-3

      
        


    

     

    The Company shall pay the principal of and cash interest 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 Corporate Trust Office 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, without limitation, provisions giving
      the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further
      provisions shall for all purposes have the same effect as though fully set forth at this place.

     

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

     

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

     

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

     

    [Remainder of page intentionally left blank]

    
      B-4

      
        


    

    

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

    
       

      

      	 	NUTANIX, 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 SPONSOR NOTE]

     

    Nutanix, Inc.

      2.50% Convertible Senior Note due 2026

     

    This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2026 (the “Notes”), initially limited to the aggregate principal amount of $750,000,000 all issued or to be issued under and pursuant to an Indenture dated as of September 24, 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 interest on,
      all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions
      and certain exceptions set forth in the Indenture.

     

    Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental
      Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on the Redemption Date and the PIK Interest 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.

     

    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
      Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including PIK Interest, the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, accrued and unpaid 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 herein prescribed.

    
      R-1

      
        


    

     

    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 prior to September 15, 2025. The Notes shall be redeemable at the Company’s option on or after
      September 15, 2025 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes.

     

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

     

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

     

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

    
      R-2

      
        


    

     

    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-3

      
        


    

     

    SCHEDULE A

     

    SCHEDULE OF EXCHANGES OF SPONSOR GLOBAL NOTES

     

    Nutanix, Inc.

      2.50% Convertible Senior Notes due 2026

     

    The initial principal amount of this Global Note is [●] DOLLARS ($[●]). The following exchanges of a part of this Global Note for an
      interest in another Global Note or for a Physical Note, or other 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-4

      
        


    

    
      

    

    ATTACHMENT 1

     

    [FORM OF NOTICE OF CONVERSION]

     

    To:  Nutanix, Inc.

     

    To:  U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

    

    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 interest accompanies this Note. Capitalized terms used herein but not defined
      shall have the meanings ascribed to such terms in the Indenture. 

     

    

    

      	Dated: 

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Signature(s)	 


    

     

    

    
       

      
        1

        
          


      

    

     
    	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed

            by an eligible Guarantor Institution

            (banks, stock brokers, savings and

            loan associations and credit unions)

            with membership in an approved

            signature guarantee medallion program

            pursuant to Securities and Exchange

            Commission Rule 17Ad-15 if shares

            of Common Stock are to be issued, or

            Notes are to be delivered, other than

            to and in the name of the registered holder. 

          	 
	 	 
	Fill in for registration of shares if

            to be issued, and Notes if to

            be delivered, other than to and in the

            name of the registered holder: 

          	 
	 	 
	 	 
	 	 
	(Name) 

          	 
	 	 
	 	 
	(Street Address) 

          	 
	 	 
	 	 
	(City, State and Zip Code)

            Please print name and address 

          	 
	 	 
	 	 
	 	
            Principal amount to be converted that is $1,000

            principal amount or a multiple thereof (if less than all):  $_____________

          
	 	 
	 	
            NOTICE:  The above signature(s) of the Holder(s)

              hereof must correspond with the name as written

              

            upon the face of the Note in every particular

            without alteration or enlargement or any change

            whatever.

          
	 	 
	 	 
	 	
            Social Security or Other Taxpayer

            Identification Number

          


  

  
    2

    
      


  

  
  

    ATTACHMENT 2

     

    [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

     

    To:  Nutanix, Inc.

     

    To:  U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

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

     

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

     

    

    	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature(s) 

          
	 	 	 	 
	 	 	 	 
	 	 	 	Social Security or Other Taxpayer

            Identification Number 

          
	 	 	 	 
	 	 	 	Principal amount to be repurchased (if less than all):  $____________ 

          
	 	 	 	 
	 	 	 	
            NOTICE:  The above signature(s) of the Holder(s)

            hereof must correspond with the name as written

            upon the face of the Note in every particular

            without alteration or enlargement or any change

            whatever.

          


     

    
      1

      
        


    

    
     

    

    ATTACHMENT 3 

     

    [FORM OF ASSIGNMENT AND TRANSFER]

     

    U.S. Bank National Association

      8 Greenway Plaza, Suite 1100

      Houston, TX 77046

      Attn:  Alejandro Hoyos (Nutanix, Inc.)

     

    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 Nutanix, Inc. or a subsidiary
        thereof; or

     

    ☐ 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.

     

    ☐ If such Note is a Sponsor Note, pursuant
        to and in accordance with Section 4.02 of the Investment Agreement to (i) a Holder’s Affiliate that executes and delivers to the Company a Joinder becoming a Holder party to the Investment Agreement and the Confidentiality Agreement and a duly
        completed and executed IRS Form W-9 (or a substantially equivalent form) or (ii) the Company or any of its Subsidiaries. Capitalized terms used in clauses (i) and (ii) of this paragraph but not defined in the Indenture shall have the meanings
        ascribed to such terms in the Investment Agreement.

    
      1

      
        


    

    

    

    
      	Dated:  

            	 	 	 	 


      

      

      	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an

              eligible Guarantor Institution (banks, stock brokers,

              savings and loan associations and credit unions)

              with membership in an approved signature guarantee

              medallion program pursuant to Securities and Exchange

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

              other than to and in the name of the registered holder.	 


    

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

    
      2

      
        


    

     

    EXHIBIT C

     

    [Omitted]

     

    

     

    

     

   
  C-1