Exhibit 4.1


 





AMYRIS, INC.


 


as Issuer


 


AND


 


Wells Fargo Bank, National Association


 


as Trustee


___________________


 


Indenture


 


Dated as of October 20, 2015


___________________


 


9.50% Convertible Senior Notes due 2019


 






    	 



     

    

TABLE OF CONTENTS


 


Page


 




	ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01   Definitions	1
	Section 1.02   Compliance Certificates and Opinions	12
	Section 1.03   Form of Documents Delivered to Trustee	13
	Section 1.04   Acts of Holders; Record Dates	13
	Section 1.05   Notices, Etc., to Trustee and Company	14
	Section 1.06   Notice to Holders; Waiver	14
	Section 1.07   Effect of Headings and Table of Contents	15
	Section 1.08   Successors and Assigns	15
	Section 1.09   Severability Clause	15
	Section 1.10   Benefits of Indenture	15
	Section 1.11   No Recourse Against Others	15
	ARTICLE 2. SECURITY FORMS	15
	Section 2.01   Forms Generally	15
	Section 2.02   Form of Face of Note	15
	Section 2.03   Form of Reverse of Note	20
	ARTICLE 3. THE SECURITIES	30
	Section 3.01   Title and Terms; Payments	30
	Section 3.02   Ranking	31
	Section 3.03   Denominations	31
	Section 3.04   Execution, Authentication, Delivery and Dating	31
	Section 3.05   Temporary Notes	31
	Section 3.06   Registration; Registration of Transfer and Exchange	32
	Section 3.07   Transfer Restrictions	33
	Section 3.08   Expiration of Restrictions	36
	Section 3.09   Mutilated, Destroyed, Lost and Stolen Notes	37
	Section 3.10   Persons Deemed Owners	38
	Section 3.11   Transfer and Exchange	38
	Section 3.12   Cancellation	41
	Section 3.13   CUSIP Numbers	41
	ARTICLE 4. PARTICULAR COVENANTS OF THE COMPANY	41
	Section 4.01   Payment of Principal and Interest	41
	Section 4.02   Maintenance of Office or Agency	42
	Section 4.03   Appointments to Fill Vacancies in Trustee’s Office	42
	Section 4.04   Provisions as to Paying Agent	42
	Section 4.05   Existence	43
	Section 4.06   Rule 144A Information Requirement	43
	Section 4.07   Resale of Certain Notes	44
	Section 4.08   Commission Filings and Reports	44
	 

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	Section 4.09   Book-Entry System	44
	Section 4.10   Additional Interest	44
	Section 4.11   Stay; Extension and Usury Laws	44
	Section 4.12   Compliance Certificate	44
	Section 4.13   Limitation on Indebtedness	45
	ARTICLE 5. NO OPTIONAL REDEMPTION	46
	Section 5.01   No Right to Redeem	46
	ARTICLE 6. CONVERSION	46
	Section 6.01   Right to Convert; Early Conversion Payment	46
	Section 6.02   Conversion Procedure	47
	Section 6.03   Settlement upon Conversion	48
	Section 6.04   Limitations on Issuance of Shares Due to Market Regulation	49
	Section 6.05   Adjustment of Conversion Rate	50
	Section 6.06   Effect of Reclassification, Consolidation, Merger or Sale	60
	Section 6.07   Adjustments of Prices	61
	Section 6.08   Adjustment upon a Make-Whole Fundamental Change	61
	Section 6.09   Taxes on Shares Issued	63
	Section 6.10   Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements	63
	Section 6.11   Responsibility of Trustee and Conversion Agent	63
	Section 6.12   Notice to Holders Prior to Certain Actions	64
	Section 6.13   Shareholder Rights Plan	65
	Section 6.14   Company Determination Final	65
	ARTICLE 7. PURCHASE AT OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE	65
	Section 7.01   Purchase at Option of Holders upon a Fundamental Change	65
	Section 7.02   Effect of Fundamental Change Purchase Notice	67
	Section 7.03   Withdrawal of Fundamental Change Purchase Notice	68
	Section 7.04   Deposit of Fundamental Change Purchase Price	68
	Section 7.05   Notes Purchased in Whole or in Part	68
	Section 7.06   Covenant to Comply With Securities Laws upon Purchase of Notes	69
	Section 7.07   Repayment to the Company	69
	ARTICLE 8. EVENTS OF DEFAULT; REMEDIES	69
	Section 8.01   Events of Default	69
	Section 8.02   Acceleration of Maturity: Waiver of Past Defaults and Rescission	71
	Section 8.03   Additional Interest	71
	Section 8.04   Collection of Indebtedness and Suits for Enforcement by Trustee	73
	Section 8.05   Trustee May File Proofs of Claim	73
	Section 8.06   Application of Money Collected	73
	Section 8.07   Limitation on Suits	74
	 

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	Section 8.08   Unconditional Right of Holders to Receive Payment	74
	Section 8.09   Restoration of Rights and Remedies	75
	Section 8.10   Rights and Remedies Cumulative	75
	Section 8.11   Delay or Omission Not Waiver	75
	Section 8.12   Control by Holders	75
	Section 8.13   Undertaking for Costs	75
	Section 8.14   Violations of Certain Covenants	75
	ARTICLE 9. MERGER, CONSOLIDATION OR SALE OF ASSETS	76
	Section 9.01   Company May Consolidate, etc., only on Certain Terms	76
	Section 9.02   Successor Substituted	76
	ARTICLE 10. THE TRUSTEE	77
	Section 10.01   Duties and Responsibilities of Trustee	77
	Section 10.02   Notice of Defaults	78
	Section 10.03   Reliance on Documents, Opinions, Etc	78
	Section 10.04   No Responsibility for Recitals, Etc	80
	Section 10.05   Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes	80
	Section 10.06   Monies to be Held in Trust	80
	Section 10.07   Compensation and Expenses of Trustee	80
	Section 10.08   Officers’ Certificate as Evidence	81
	Section 10.09   Conflicting Interests of Trustee	81
	Section 10.10   Eligibility of Trustee	81
	Section 10.11   Resignation or Removal of Trustee	81
	Section 10.12   Acceptance by Successor Trustee	82
	Section 10.13   Succession by Merger, Etc	83
	Section 10.14   Preferential Collection of Claims	83
	Section 10.15   Trustee’s Application for Instructions from the Company	83
	ARTICLE 11. HOLDERS’ LISTS AND REPORTS BY TRUSTEE	84
	Section 11.01   Company to Furnish Trustee Names and Addresses of Holders	84
	Section 11.02   Preservation of Information; Communications to Holders	84
	Section 11.03   Reports By Trustee	84
	ARTICLE 12. SATISFACTION AND DISCHARGE	85
	Section 12.01   Discharge of Indenture	85
	Section 12.02   Deposited Monies to be Held in Trust by Trustee	85
	Section 12.03   Paying Agent to Repay Monies Held	85
	Section 12.04   Return of Unclaimed Monies	85
	Section 12.05   Reinstatement	86
	ARTICLE 13. SUPPLEMENTAL INDENTURES	86
	Section 13.01   Supplemental Indentures without Consent of Holders	86
	 

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	Section 13.02   Supplemental Indentures with Consent of Holders	87
	Section 13.03   Execution of Supplemental Indentures	88
	Section 13.04   Effect of Supplemental Indentures	88
	Section 13.05   Reference in Notes to Supplemental Indentures	88
	Section 13.06   Notice to Holders of Supplemental Indentures	88
	ARTICLE 14. MISCELLANEOUS	88
	Section 14.01   Notices	88
	Section 14.02   Certificate and Opinion as to Conditions Precedent	89
	Section 14.03   When Notes Are Disregarded	90
	Section 14.04   Rules by Trustee, Paying Agent and Registrar	90
	Section 14.05   Legal Holidays	90
	Section 14.06   Governing Law	90
	Section 14.07   No Recourse against Others	90
	Section 14.08   Successors	90
	Section 14.09   Multiple Originals	90
	Section 14.10   Table of Contents; Headings	90
	Section 14.11   Severability Clause	91
	Section 14.12   Calculations	91
	Section 14.13   Waiver of Jury Trial	91
	Section 14.14   Consent to Jurisdiction	91
	Section 14.15   Force Majeure	91
	Section 14.16   U.S.A. Patriot Act	92


 


 


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INDENTURE, dated as of October 20, 2015 between Amyris, Inc., a company
duly incorporated and existing under the laws of Delaware, United States of American, and having its principal office at 5885 Hollis
Street, Suite 100, Emeryville, CA 94608, as Issuer (the “Company”) and Wells Fargo Bank, National Association,
as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has duly authorized the creation of an issue
of 9.50% Convertible Senior Notes due 2019 (each a “Note” and collectively, the “Notes”)
of the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery
of this Indenture; and


 


WHEREAS, all things necessary to make the Notes, when executed by
the Company and authenticated and delivered hereunder and duly issued by the Company, the valid and legally binding obligations
of the Company, and to make this Indenture a valid and legally binding agreement of the Company, in accordance with the terms of
the Notes and this Indenture, have been done.


 


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


 


ARTICLE 1.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01        
Definitions.  For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:(i)the terms defined in this Article 1 have the meanings assigned to them in this Article and include
the plural as well as the singular;


 


(ii)all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP; and


 


(iii)the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.


 


“Act,” when used with respect to any Holder, has
the meaning specified in Section 1.04.


 


“Additional Interest” means all amounts, if any,
payable pursuant to Section 8.03 hereof and Section 2(c) of the Registration Rights Agreement. Unless the context otherwise requires,
all references in this Indenture to interest include Additional Interest, if any. Any express reference to Additional Interest
in this Indenture shall not be construed as excluding Additional Interest in any other text where no such express reference is
made.


 


“Additional Notes” means any Notes (other than
the Initial Notes) issued under this Indenture in accordance with Section 3.01 hereof, with the same terms as the Initial
Notes.


 


“Additional Shares” has the meaning specified
in Section 6.08(a).


 






    	 



     

    

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


 


“Affiliate Notes” means Notes owned by a Holder
that is an affiliate of the Company (within the meaning of Rule 144) as of the applicable date of determination or has been
an affiliate of the Company (within the meaning of Rule 144) within the preceding three months.


 


“Agent Members” has the meaning specified in Section 3.06(b).


 


“Applicable Conversion Price” means the Conversion
Price in effect at any given time.


 


“Applicable Conversion Rate” means the Conversion
Rate in effect at any given time.


 


“Applicable Procedures” means, with respect to
any transfer or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary
for such Note, in each case to the extent applicable to such transfer or transaction and as in effect from time to time.


 


“Averaging Period” has the meaning specified in
Section 3.01.


 


“Board of Directors” means, with respect to any
Person, either the board of directors of such Person or any duly authorized committee of that board.


 


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


 


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


 


“Capital Stock” means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock and, with respect to partnerships, partnership
interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, such partnership.


 


“Clause A Distribution” has the meaning specified
in Section 6.05(d).


 


“Clause B Distribution” has the meaning specified
in Section 6.05(d).


 


“Clause C Distribution” has the meaning specified
in Section 6.05(d).


 


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


 






    	-2-



     

    

“Code” means the Internal Revenue Code of 1986,
as amended.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act.


 


“Common Stock” means the shares of common stock,
$0.0001 par value per share, of the Company as they exist on the date of this Indenture, subject to the provisions of Section 6.06.


 


“Company” means the Person named as the “Company”
in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Order” or “Company Request”
means a written request or order signed in the name of the Company (a) by its Chief Executive Officer, its President, or its
Chief Financial Officer or any of its Vice Presidents, and (b) by its Treasurer, any Assistant Treasurer, its Secretary, any
Assistant Secretary or any of its Vice Presidents, and delivered to the Trustee.


 


“Conversion Agent” means the Trustee or such other
office or agency designated by the Company where Notes may be presented for conversion.


 


“Conversion Date” has the meaning specified in
Section 6.02(b).


 


“Conversion Notice” shall have the meaning specified
in Section 6.02(b).


 


“Conversion Price” means, per share of Common
Stock, $1,000 divided by the Applicable Conversion Rate.


 


“Conversion Rate” means initially 443.6557 shares
of Common Stock per $1,000 Principal Amount of Notes, subject to adjustment as set forth herein.


 


“Corporate Trust Office” means the office of the
Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which
office is, at the date as of which this Indenture is dated, located at 333 S. Grand Avenue, 5th Floor, Suite 5A, Los
Angeles, California 90071 MAC:E2064-05A, or such other address in the United States as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust office in the United States of any successor Trustee
(or such other address in the United States as such successor Trustee may designate from time to time by notice to the Holders
and the Company). With respect to presentation of notes for Registration of transfer or exchange or Maturity, such address shall
be 608 2nd Avenue South, 12th Floor, Minneapolis, Minnesota 55402, MAC: N9303-121, Attention: Bondholder
Communications.


 


“Daily VWAP” means the per share volume-weighted
average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AMRS <equity>
AQR” (or any successor thereto if such page it 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 VWAP Trading Day (or if such volume-weighted average
price is unavailable, the market value of one share of the Common Stock on such VWAP Trading Day, determined, if practicable, using
a volume-weighted average method, by an independent, nationally recognized investment banking firm retained by the Company for
this purpose). The Daily VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.


 






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


 


“Depositary” means DTC until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean
such successor Depositary.


 


“Distributed Property” has the meaning specified
in Section 6.05(d).


 


“DTC” means The Depository Trust Company.


 


“Early Conversion Payment” means a payment equal
to the present value of the remaining scheduled payments of interest that would have been made on the Notes being converted from
the date of conversion (or, in the case of conversion between a Regular Record Date and the following Interest Payment Date, from
such Interest Payment Date) until the earlier of the date that is three years after the date the Company receives a Conversion
Notice or on the Maturity Date. The present value of the remaining interest payments (excluding, in the case of conversion between
a Regular Record Date and the following Interest Payment Date, the interest payment on such Interest Payment Date, which will paid
to the Holder on such Regular Record Date) will be computed using a discount rate of 0.75%.


 


“Effective Date” has the meaning specified in
Section 6.08(c).


 


“effective date” for purposes of Section 6.05,
means the first date on which the shares of Common Stock trade on the applicable exchange or applicable market, regular way, reflecting
the relevant share split or share combination, as applicable.


 


“Event” has the meaning specified in the Registration
Rights Agreement.


 


“Event Date” has the meaning specified in the
Registration Rights Agreement.


 


“Event of Default” has the meaning specified in
Section 8.01.


 


“Ex-Dividend Date” means the first date on which
the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the shares 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 U.S. Securities Exchange
Act of 1934, as amended.


 


“Exchange Cap” has the meaning specified in Section
6.04.


 


“Free Trade Date” means the date that is one year
after the last date of original issuance of the Notes.


 






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


 


“Free Transferability Certificate” means a certificate
substantially in the form of Exhibit B.


 


“Fundamental Change” means the occurrence of any
of the following events at any time after the Notes are originally issued:


 


(1)a “person” or “group” within the meaning
of Section 13(d) of the Exchange Act other than the Company, the Company’s Subsidiaries or the Company’s or the
Company’s Subsidiaries’ employee benefit plans files a Schedule TO or any schedule, form or report under the Exchange
Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of all outstanding
classes of the Company’s common equity entitled to vote generally in the election of the Company’s directors;


 


(2)consummation of (A) any share exchange, consolidation
or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property or
(B) 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 the Company’s Subsidiaries, taken as a whole, to any person other than one or more of the Company’s
Subsidiaries; provided, however, that a share exchange, consolidation or merger transaction described in clause (A) above
in which the holders of more than 50% of all shares of Common Stock entitled to vote generally in the election of the Company’s
directors immediately prior to such transaction own, directly or indirectly, more than 50% of all shares of Common Stock entitled
to vote generally in the election of the directors of the continuing or surviving entity or the parent entity thereof immediately
after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such
transaction will not, in either case, be a Fundamental Change;


 


(3)the Company’s shareholders approve any plan or proposal
for the liquidation or dissolution of the Company; or


 


(4)the Common Stock (or other Capital Stock into which the Notes
are then convertible pursuant to the terms of this Indenture) ceases to be listed on any of The New York Stock Exchange, The NASDAQ
Global Select Market or The NASDAQ Global Market (or their respective successors).


 


If a transaction occurs that constitutes a Fundamental Change under
both clause (1) and clause (2) above, such transaction will be treated solely as a Fundamental Change under clause (2)
above. Notwithstanding the foregoing, a Fundamental Change as a result of clauses (1) or (2) above will not be deemed to have
occurred if at least 90% of the consideration received or to be received by holders of shares of Common Stock (excluding cash payments
for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with the transaction
or transactions constituting the Fundamental Change consists of Publicly Traded Securities 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 pursuant to dissenters’ appraisal rights.


 






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“Fundamental Change Company Notice” has the meaning
specified in Section 7.01(b).


 


“Fundamental Change Purchase Date” has the meaning
specified in Section 7.01(a).


 


“Fundamental Change Purchase Notice” has the meaning
specified in Section 7.01(a)(i).


 


“Fundamental Change Purchase Price” has the meaning
specified in Section 7.01(a).


 


“GAAP” means generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as have been approved by a significant segment of the accounting profession, in each case, as in effect in the United States on
the date hereof.


 


“Global Note” means a Note in global form registered
in the Register in the name of a Depositary or a nominee thereof.


 


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


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture.


 


“Initial Notes” has the meaning specified in Section 3.01.


 


“Interest Payment Date” means each April 15 and
October 15 of each year, beginning April 15, 2016.


 


“Issue Date” means the date the Notes are originally
issued as set forth on the face of the Note under this Indenture.


 


“Last Reported Sale Price” means, on any Trading
Day, the closing sale price per share of Common Stock (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/or the average ask prices) of the Common Stock on
that Trading Day as reported in composite transactions for the principal United States national or regional securities exchange
on which the Common Stock is traded. If the Common Stock is not listed for trading on a United States national or regional securities
exchange on the relevant Trading Day, the “Last Reported Sale Price” will be the last quoted bid price per share of
Common Stock in the over-the-counter market on the relevant Trading Day as reported by OTC Markets Group Inc. or similar organization
selected by the Company. If the Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of
the mid-point of the last bid and ask prices per share of Common Stock on the relevant date from a nationally recognized independent
investment banking firm selected by the Company for this purpose.


 


“Legal Holiday” is a Saturday, a Sunday or other
day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.


 






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“Maturity Date” means April 15, 2019.


 


“Make-Whole Fundamental Change” means any transaction
or event that would constitute a Fundamental Change pursuant to clause (1), clause (2) or clause (4) of the definition
thereof (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in
clause (2) of the definition thereof).


 


“Merger Event” has the meaning specified in Section
6.06.


 


“Note Purchase Agreement” means the Note Purchase
Agreement, dated October [14], 2015, entered into by the Company and the Purchasers in connection with the sale of the Initial
Notes.


 


“Notes” has the meaning specified in the first
paragraph of the Recitals of the Company, and includes any Note or Notes, as the case may be, authenticated and delivered under
this Indenture, including any Global Note. The Initial Notes and the Additional Notes shall be governed by the same terms and for
purposes of this Indenture.


 


“Notice of Default” means written notice provided
to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate Principal Amount
of Notes outstanding of a Default by the Company, which notice must specify the Default, demand that it be remedied and expressly
state that such notice is a “Notice of Default.”


 


“Officers’ Certificate” means a certificate
signed (a) by the Chief Executive Officer, the President, the Chief Financial Officer or any of the Vice Presidents of the
Company, and (b) by the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any of the Vice Presidents
of the Company, and delivered to the Trustee. An Officers’ Certificate provided under Section 4.12 of this Indenture shall
be signed by the Principal Executive, Principal Financial or Principal Accounting Officer.


 


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


 


“Opinion of Counsel” means a written opinion of
counsel, who may be external or in-house counsel for the Company and reasonably acceptable to the Trustee.


 


“Original Issuance Date” means the date of issuance
of the Initial Notes.


 


“outstanding” when used with reference to Notes,
shall, subject to the provisions of Section 14.03, mean, as of any particular time, all Notes authenticated and delivered by the
Trustee under this Indenture, except:


 


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


 


(ii)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);


 






    	-7-



     

    

(iii)Notes that have been paid pursuant to Section 3.09
and Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the
terms of Section 3.09 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers
in whose hands such Notes are valid obligations of the Company; and


 


(iv)Notes converted pursuant to Article 6 and required to be
cancelled pursuant to Section 3.12.


 


“Paying Agent” means any Person (including the
Company) authorized by the Company to pay the Principal Amount of, interest on, including Additional Interest, or the Fundamental
Change Purchase Price of, any Notes on behalf of the Company. Wells Fargo Bank, National Association shall initially be the Paying
Agent.


 


“Permitted Debt” means:


 


(a)               
the Notes;


 


(b)              
indebtedness the proceeds of which are used to acquire another company, business, assets or rights (and refinancings thereof);


 


(c)               
indebtedness the proceeds of which are used to develop, construct or purchase one or more product testing or production facilities
(including related equipment at such facilities), and which is either (i) unsecured or (ii) secured only by all or part of the
assets that are located at, or associated with, the product testing or production facility, including (1) any improvements or accessions
thereto, (2) equipment at such facility, and (3) related contract rights, and refinancings thereof (provided that any assets securing
such refinancing indebtedness do not include any assets that did not secure (or would not have secured) the refinanced indebtedness);


 


(d)              
any unsecured guarantees by the Company or any of its Subsidiaries of the Company’s indebtedness or indebtedness of any of
the Company’s Subsidiaries not otherwise prohibited under this Indenture;


 


(e)               
indebtedness in respect of capital leases and synthetic lease obligations; and


 


(f)               
unsecured intercompany indebtedness among the Company and any of its Subsidiaries, or between two or more of the Subsidiaries
of the Company.


 


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


 


“Physical Notes” means certificated Notes in registered
form issued in denominations of integral $1,000 Principal Amount and integral multiples of $1,000 in excess thereof.


 


“Principal Amount” of a Note means the principal
amount as set forth on the face of the Note.


 


“Private Placement Memorandum” means the preliminary
private placement memorandum dated October [14], 2015, as supplemented by the pricing term sheet dated October 14, 2015, relating
to the offering and sale of the Initial Notes.


 






    	-8-



     

    

“Publicly Traded Securities” means shares of Capital
Stock traded on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors),
or, with respect to a transaction that otherwise would be a Fundamental Change, which will be so traded when issued or exchanged
in connection with such transaction.


 


“Purchasers” means the entities or individuals
that have entered into the Note Purchase Agreement as purchasers of the Notes.


 


“Qualified Financing” means the sale by the Company
of shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in one or a series of
related transactions raising aggregate proceeds (before deducting any discounts, commissions or expenses) in excess of $10.0 million,
provided that a Qualified Financing shall not include any of the following issuances by the Company: (a) grants of shares of Common
Stock or options to acquire shares of Common Stock to employees, directors and other service providers, and the exercise of such
options, (b) issuances of shares of Common Stock or securities convertible into shares of Common Stock in transactions not primarily
intended as a financing, including acquisitions and sponsored research, collaboration, technology license, development, OEM, marketing
or other similar agreements or strategic partnerships, (c) issuances of shares of Common Stock, warrants or other securities convertible
into Common Stock to banks, lessors (including equipment lessors) or other financial institutions pursuant to debt financing, commercial
lending or lease transactions, (d) Common Stock issued on account of any interest payment and Common Stock issued on account of
an Early Conversion Payment and (e) issuances of Common Stock on conversion, exercise or exchange of securities convertible into,
or exercisable or exchangeable for, Common Stock.


 


“Qualified Institutional Buyer” shall have the
meaning specified in Rule 144A.


 


“Reference Property” has the meaning specified
in Section 6.06.


 


“Register” and “Registrar”
have the respective meanings specified in Section 3.06.


 


“Registrable Securities” has the meaning specified
in the Registration Rights Agreement.


 


“Registration Default” has the meaning specified
in Section 2.03.


 


“Registration Rights Agreement” means the Registration
Rights Agreement, dated as of October 20, 2015, among the Company and the Purchasers, as such agreement may be amended, modified
or supplemented from time to time, and, with respect to any Additional Notes, one or more registration rights agreements among
the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating
to registration rights given by the Company to the purchasers of Additional Notes in connection therewith.


 


“Registration Statement” means, with respect to
any shares of Common Stock issued or issuable to the Purchasers upon conversion of the Notes, including in connection with an Early
Conversion Payment, or in the payment of interest on the Notes in the form of Common Stock, the “Registration Statement”
referenced in the Registration Rights Agreement applicable to such shares.


 






    	-9-



     

    

“Regular Record Date” means, with respect to the
payment of interest on the Notes (including Additional Interest, if any) Close of Business on April 1 or October 1, as the case
may be, immediately preceding the relevant Interest Payment Date.


 


“Resale Restriction Termination Date” has the
meaning specified in Section 3.08(b)(ii).


 


“Restricted Global Note” has the meaning specified
in Section 3.08(b)(i).


 


“Restricted Note” has the meaning specified in
Section 3.07(a)(i).


 


“Restricted Payment” means:


 


(a)               
any dividend or other distribution declared or paid on any of the Company’s Capital Stock (other than dividends or
distributions payable solely in Capital Stock), subject to clause (b) of this definition;


 


(b)              
any payment exceeding $5.0 million in the aggregate in any 12 calendar month period to purchase, redeem or otherwise acquire
or retire for value any of the Company’s Capital Stock (other than the repurchase of unvested shares held by employees, former
employees or consultants at a price not greater than the price paid for the shares by such employees, former employees or consultants);
and


 


(c)               
any payment to purchase, repay, redeem, or otherwise acquire or retire for value any of indebtedness for borrowed money
incurred by the Company or any of its Subsidiaries that is subordinated in right of payment to the Notes (other than with the proceeds
of indebtedness that is incurred substantially concurrently with such purchase, repayment, redemption, acquisition or retirement
and that is subordinated in right of payment to the Notes on terms no less favorable to the Holders than the indebtedness being
purchased, repaid, redeemed, acquired or retired).


 


“Restricted Stock” has the meaning specified in
Section 3.07(b)(i).


 


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


 


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


 


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


 


“Rule 144A Information” has the meaning specified
in the Notes.


 


“Secured Debt” means indebtedness for borrowed
money incurred by the Company or any of its Subsidiaries (or guarantees thereof by the Company or any of its Subsidiaries), that
is secured by a lien or security interest on the Company’s assets or the assets of any of the Company’s Subsidiaries.
“Secured Debt” shall not include trade accounts and accrued expenses payable, obligations in respect of licenses and
operating leases, payroll liabilities, deferred compensation and any purchase price adjustments, royalties, earn-outs, milestone
payments, contingent payments of a similar nature in connection with any acquisition, license or collaboration agreement.


 






    	-10-



     

    

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


 


“Share Price” has the meaning specified in Section
6.08(c).


 


“Significant Subsidiary” shall have the meaning
given to such term in Rule 1-02(w) of Regulation S-X under the Exchange Act as in effect on the Issue Date of the Notes.


 


“Spin-Off” has the meaning specified in Section
6.05(d).


 


“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” has the meaning specified
in Section 9.01.


 


“Trading Day” means any day on which the Company’s
Common Stock is traded on the NASDAQ Global Select Market, or, if the NASDAQ Global Select Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which its Common Stock is then traded;
provided that “Trading Day” shall not include any day on which the Company’s Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that its Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


“Transfer Agent” means Wells Fargo Bank, National
Association in its capacity as transfer agent and registrar of the Common Stock and any successor Transfer Agent.


 


“Trigger Event” has the meaning specified in Section
6.05(d).


 


“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 such successor Trustee.


 


“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.


 


“Trust Officer” means any officer of the Trustee
within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also,
with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s
knowledge and familiarity with the particular subject.


 






    	-11-



     

    

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


 


“Unsecured Debt” means (i) indebtedness for borrowed
money incurred by the Company any of its Subsidiaries (or guarantees thereof by the Company or any of its Subsidiaries), that is
unsecured and is pari passu or senior in right of payment to the Notes, and (ii) preferred stock issued by the Company
that is mandatorily redeemable, or redeemable at the option of the holder, on a date that is prior to the Maturity Date. “Unsecured
Debt” shall not include trade accounts and accrued expenses payable, obligations in respect of licenses and operating leases,
payroll liabilities, deferred compensation and any purchase price adjustments, royalties, earn-outs, milestone payments, contingent
payments of a similar nature in connection with any acquisition, license or collaboration agreement.


 


“Valuation Period” has the meaning set forth in
Section 6.05(d).


 


“Vice President” means any vice president, whether
or not designated by a number or a word or words added before or after the title “vice president.”


 


“VWAP Market Disruption Event” means (a) the relevant
stock exchange fails to open for trading 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 a 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 future contracts relating to the Common Stock.


 


“VWAP Trading Day” means (a) a day on which (i)
there is no VWAP Market Disruption Event and (ii) trading in the Common Stock generally occurs on the relevant stock exchange or
(b) if the Common Stock (or any other security for which a Daily VWAP must be determined) is not listed or traded on any exchange
or other market, a Business Day.


 


Section 1.02        
Compliance Certificates and Opinions.  Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may
be required pursuant to Section 14.02, including each of (a) an Officers’ Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with; and (b) an Opinion of Counsel stating that all such conditions precedent relating to the proposed action have been complied
with.


 


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


 


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


 


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


 


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


 






    	-12-



     

    

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


 


In giving such Opinion of Counsel, counsel may rely as to factual
matters on an Officers’ Certificate or certificates of public officials.


 


Section 1.03        
Form of Documents Delivered to Trustee.  In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the possession of the Company.


 


Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.


 


Section 1.04        
Acts of Holders; Record Dates. 


 


(a)               
Subject to Section 4.13, any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by their agents duly appointed in writing and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 10.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


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


 






    	-13-



     

    

(c)               
The Company may, in the circumstances permitted by this Indenture, fix any day as the record date for the purpose of determining
the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or
to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record
date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 11.01) prior to such first solicitation or vote, as the case may be. With regard to any record
date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant
action.


 


(d)              
The ownership of Notes shall be proved by the Register.


 


(e)               
Any request, demand, authorization, direction, notice, consent (or deemed consent pursuant to Section 4.13), waiver or other
Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.


 


Section 1.05        
Notices, Etc., to Trustee and Company.  Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:


 


                                                                            
(i)            the Trustee by
any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its applicable Corporate Trust Office; or


 


                                                                          
(ii)            the Company
by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument, with a copy to the address specified in Section 14.01, or at any other address previously
furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer.


 


Section 1.06        
Notice to Holders; Waiver.  Where this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at such Holder’s address as it appears in the Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver.


 






    	-14-



     

    

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 by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Whenever under this Indenture the Trustee is required to provide
any notice by mail, in all cases the Trustee may alternatively provide notice by overnight courier, by facsimile, with confirmation
of transmission, or by electronic means.


 


Section 1.07        
Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof, and all Article and Section references are to Articles
and Sections, respectively, of this Indenture unless otherwise expressly stated.


 


Section 1.08        
Successors and Assigns.  All covenants and agreements in this Indenture by the Company shall bind its successors
and assigns, whether so expressed or not.


 


Section 1.09        
Severability Clause.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.10        
Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto and their respective successors hereunder and the Holders of Notes, any benefit or any legal or equitable
right, remedy or claim under this Indenture


 


Section 1.11        
No Recourse Against Others.  No director, officer, employee, shareholder or Affiliate of the Company from time
to time shall have any liability for any obligations of the Company under the Notes or this Indenture. Each Holder by accepting
a Note waives and releases such liability.


 


ARTICLE 2.

SECURITY FORMS


 


Section 2.01        
Forms Generally.  The Notes and the Trustee’s certificates of authentication shall be in substantially
the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor, the Code and regulations
thereunder, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution
thereof.


 


The Notes (other than the Affiliate Notes) shall initially be issued
in the form of permanent Global Notes in registered form in substantially the form set forth in this Article. The aggregate Principal
Amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, as hereinafter provided.


 


All Affiliate Notes shall be issued in the form of one or more Physical
Notes.


 


Section 2.02        
Form of Face of Note. 


 






    	-15-



     

    

[Include the following legend for Global Notes only (the
“Global Notes Legend”):]


 


[NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE
IMMEDIATELY PRECEDING THREE MONTHS MAY RESELL THIS NOTE OR A BENEFICIAL INTEREST HEREIN.


 


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


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 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 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[Include the following legend on all Notes that are Restricted
Notes (the “Restricted Notes Legend”):]


 


[THIS SECURITY AND THE SHARES OF COMMON STOCK 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 AMYRIS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:



 



    	-16-



     

    




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



 


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



 


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



 


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



 


THE “RESALE RESTRICTION TERMINATION DATE” MEANS 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 PERMITTED
BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; AND (2) SUCH OTHER DATE AS MAY BE REQUIRED BY APPLICABLE LAW.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D)
ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE
AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.][1]


 


[Include the following legend on all Notes that are Affiliate
Notes (the “Affiliate Notes Legend”):]


 


[THIS SECURITY AND THE SHARES 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, 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



 


____________________


 


[1] The restricted
legend shall be deemed removed from the face of this security without further action of the Company, the Trustee, or the Holders
of this security at such time as the Company instructs the Trustee to remove such legend pursuant to Section 3.08 of the Indenture
and upon such removal, the CUSIP number shall be 03236M AF8.


 



    	-17-



     

    




		(2)	AGREES FOR THE BENEFIT OF AMYRIS, INC. THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:



 


		(A)	AMYRIS, INC. OR ANY SUBSIDIARY THEREOF, OR



 


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



 


THE “RESALE RESTRICTION TERMINATION DATE” MEANS 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 PERMITTED
BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; AND (2) SUCH OTHER DATE AS MAY BE REQUIRED BY APPLICABLE LAW.


 


THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY ARE HELD BY AN AFFILIATE OF THE COMPANY AND ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER UNDER RULE 144 UNDER
THE SECURITIES ACT.”][2]


 


9.50% Convertible Senior Notes due 2019


 


No. [ ]U.S. $[ ]


 


CUSIP NO.03236M AD3 


ISIN NO.US03236MAD39


 


Amyris, Inc., a company duly incorporated and validly existing under
the laws of the state of Delaware in the United States of America (herein called the “Company”), which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to
pay to [               ], or registered assigns, the
principal sum of [                                        ]
UNITED STATES DOLLARS (U.S. $[                    ])
[(which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian
for the Depositary, in accordance with the rules and procedures of the Depositary and in accordance with the below referred Indenture)][3]
on April 15, 2019. The Principal Amount of Physical Notes and interest thereon (to the extent paid in cash), as provided on the
reverse hereof, shall be payable at the Corporate Trust Office and at any other office or agency maintained by the Company for
such purpose. In the case of cash payment, the Paying Agent will pay principal of any Note and interest thereon, and, in the case
of payment made in Common Stock, the Transfer Agent will issue Common Stock in payment of principal (or conversion) on any Note
and interest thereon, as provided on the reverse hereof, in immediately available funds, in the case of a cash payment, or in Common
Stock, in the case of payment in shares of Common Stock, to [The Depository Trust Company or its nominee, as the case may be, as
the registered holder of such global note,][4] [the Holder][5]
on each Interest Payment Date, Fundamental Change Purchase Date or other payment date, as the case may be.


 


__________________


 


[2] The restricted
legend shall be deemed removed from the face of this security without further action of the Company, the Trustee, or the Holders
of this security at such time as the Company instructs the Trustee to remove such legend pursuant to Section 3.08 of the Indenture.


 


[3] Include for
Global Note.



 



    	-18-



     

    

Reference is made to the further provisions of this Note set forth
on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert this Note into shares of
Common Stock of the Company and to the ability and obligation of the Company to purchase this Note upon certain events, in each
case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Capitalized terms
used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall control.


 


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


 


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


 


AMYRIS, INC.


 


By:                                           


Name:


Title:


 


By:                                             


Name:


Title:


 


Date: _____________________________


 


 


__________________


 


[4] Include for
Global Note.


[5] Include for
Physical Note.



 






    	-19-



     

    

Section 2.03        
Form of Reverse of Note. 


 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


This Note is one of a duly authorized issue of Notes of the Company,
designated as its 9.50% Convertible Senior Notes due 2019 (the “Notes”), initially limited in aggregate principal
amount to $57,605,000, which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee,
as custodian for the Depositary, in accordance with the rules and procedures of the Depositary and in accordance with the below
referred Indenture) all issued or to be issued under and pursuant to an Indenture dated as of October 20, 2015 (the “Indenture”)
between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to which the 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. The Indenture provides that Additional
Notes may be issued thereunder, if certain conditions are met.


 


Interest. The Notes will bear interest at a rate of 9.50%
per year. Interest on the Notes will accrue from, and including, October 20, 2015, or from the most recent date to which interest
has been paid or duly provided for. Interest will be payable semiannually in arrears on each Interest Payment Date, beginning April
15, 2016.


 


Method of Payment. The Company may elect to pay interest entirely
in cash or entirely in Common Stock. The Company may elect to pay interest in Common Stock, subject to the Exchange Cap limitation
in Section 6.04. If the Company elects to pay interest in cash it shall be made in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. If the Company elects to pay interest in shares of
Common Stock, the number of shares issuable will be based upon a price equal to 92.5% of the simple average of the daily VWAP per
share for Common Stock for the Averaging Period, as calculated and determined by the Company. On or before the fifth Trading Day
before the start of the applicable Averaging Period, the Company shall notify the Holders, the Trustee and the Transfer Agent of
whether it will make such interest payment in cash or in shares of Common Stock; provided that, if no such notice is given,
the Company shall be deemed to have notified the Holders that it will pay interest in cash. If the Company chooses to make such
payment in shares of Common Stock, on or before the third Trading Day following the applicable Interest Payment Date, the Company
shall (X) provided that the Transfer Agent is participating in The Depository Trust Company Fast Automated Securities Transfer
Program and the Holder or its designee has an account with DTC, credit the number of shares of Common Stock payable as an interest
payment to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program and the Holder or its designee
has an account with DTC, issue and dispatch by overnight courier to each Holder, a certificate, registered in the Company’s
share register in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder is entitled
in connection with such payment.


 






    	-20-



     

    

Pursuant to Section 8.03 of the Indenture and Section 2(c) of the
Registration Rights Agreement, in certain circumstances, the Holders of Notes shall be entitled to receive Additional Interest.
Payments of the Fundamental Change Repurchase Price, principal and interest that are not made when due will accrue interest per
annum at the then-applicable interest rate for the Notes from the required date of payment.


 


Interest will be paid to the person in whose name a Note is registered
at the Close of Business on the April 1 or October 1 (whether or not such date is a Business Day), as the case may be, immediately
preceding the relevant Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year composed of
twelve 30-day months.


 


Interest will cease to accrue on a Note upon its maturity, conversion
or repurchase in connection with a Fundamental Change.


 


Ranking. The Notes constitute a general unsecured and unsubordinated
obligation of the Company.


 


No Redemption at the Option of the Company. The Notes may
not be redeemed at the option of the Company and no sinking fund is provided for the Notes.


 


Purchase at the Option of the Holder Upon a Fundamental Change.
Subject to the terms and conditions of the Indenture, the Company shall become obligated, at the option of the Holder, to repurchase
the Notes if a Fundamental Change occurs at any time prior to the Maturity Date at 100% of the Principal Amount together with accrued
and unpaid interest to, but excluding, the Fundamental Change Purchase Date, which amount will be paid in cash.


 


Withdrawal of Fundamental Change Purchase Notice. Holders
have the right to withdraw, in whole or in part, any Fundamental Change Purchase Notice by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture, or in the case of Notes held in book entry form, in accordance
with the Applicable Procedures of DTC. The right to withdraw the Fundamental Change Purchase Notice will terminate at the Close
of Business on the Business Day immediately preceding the relevant Fundamental Change Purchase Date.


 


Payment of Fundamental Change Purchase Price. If money sufficient
to pay the Fundamental Change Purchase Price of all Notes or portions thereof to be purchased on a Fundamental Change Purchase
Date is deposited with the Paying Agent on the Fundamental Change Purchase Date, such Notes will cease to be outstanding and interest
will cease to accrue on such Notes (or portions thereof) immediately after the Close of Business on such Fundamental Change Purchase
Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Fundamental Change Purchase
Price upon surrender of such Note).


 


Conversion. Subject to and upon compliance with the provisions
of the Indenture (including without limitation the conditions of conversion of this Note set forth in Article 6 thereof), the Holder
hereof has the right, at its option, to convert the Principal Amount hereof or any portion of such principal which is $1,000 or
an integral multiple of $1,000 in excess thereof, into shares of Common Stock at the Applicable Conversion Rate. The Conversion
Rate is initially 443.6557 shares of Common Stock per $1,000 Principal Amount of Notes (equivalent to an initial Conversion Price
of approximately $2.25), subject to adjustment in certain events described in the Indenture. Upon conversion, the Company will
deliver shares of Common Stock, and the Early Conversion Payment, if applicable, as set forth in the Indenture. No fractional shares
will be issued upon any conversion, but a payment in cash will be made, as provided in the Indenture, in respect of any fraction
of a share which would otherwise be issuable upon the surrender of any Notes for conversion. Notes in respect of which a Holder
is exercising its right to require repurchase on a Fundamental Change Purchase Date may be converted only if such Holder withdraws
the related election to exercise such right in accordance with the terms of the Indenture.


 






    	-21-



     

    

In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary,
shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.


 


Limitations on Issuance due to Market Regulation. Notwithstanding
any provision herein to the contrary, if the payment of interest (including Additional Interest) in Common Stock, or issuance of
shares of Common Stock upon conversion of the Notes, would result in the Company exceeding the Exchange Cap, then the Company shall
make interest payments, or settle its obligation on conversion, in cash. The Exchange Cap limitation shall not apply in the event
that the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such amount and satisfies the
requirements of NASDAQ Market Rule 5635. In the event that a Holder seeks to convert such Holder’s Notes into shares of Common
Stock in excess of the Exchange Cap, the Company will notify such Holder within three Business Days that the Exchange Cap has been
exceeded and that the Company will instead settle such amount in excess of the Exchange Cap in cash and not in shares of Common
Stock. In such case, the Company will, by wire transfer of U.S. dollars in immediately available funds to the account designated
by the Holder, pay cash to the Holder in an amount equal to the product of (x) the number of shares of Common Stock which would
have been issuable upon conversion but cannot be issued as a result of the Exchange Cap and (y) the simple average of the Daily
VWAP for Common Stock for the ten consecutive VWAP Trading Days ending on and including the VWAP Trading Day immediately prior
to the Conversion Date.


 


Acceleration of Maturity. Subject to certain exceptions in
the Indenture, if an Event of Default shall occur and be continuing, the Principal Amount plus interest through such date on all
the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.


 


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


 


Registration of Transfer and Exchange. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register, upon
surrender of this Note for registration of transfer at the office or agency of the Company in the United States, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees.


 






    	-22-



     

    

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


 


Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and the Registrar and any agent of the Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Registration Rights. Holders of this Note (including any Person
that has a beneficial interest in this Note) are entitled to the benefits of the Registration Rights Agreement, which applies to
shares of Common Stock issued or issuable upon conversion of the Notes, including in connection with an Early Conversion Payment,
or in the payment of interest on the Notes.


 


In accordance with the terms of the Registration Rights Agreement,
during any period in which an Event (each, a “Registration Default”) has occurred and is continuing, the Company
will pay Additional Interest from and including the day of such Registration Default to but excluding the day on which such Registration
Default has been cured. Additional Interest with respect to a Registration Default will be paid semiannually in arrears, with the
first semiannual payment due on the first Interest Payment Date occurring after the Event Date and will accrue at a rate per annum
equal to one-half of one percent (0.50%) of the sum of (i) the aggregate principal amount of Notes held by a Holder and (ii) the
aggregate principal amount of Notes which were held by a Holder and were subsequently converted into Registrable Securities that
have not been registered as of such Event.


 


Whenever in this Note there is a reference, in any context, to the
payment of interest on, or in respect of, any Note as of any time, such reference shall be deemed to include reference to Additional
Interest, if any, payable in respect of such Note to the extent that such Additional Interest, if any, is, was or would be so payable
at such time, and express mention of Additional Interest, if any, in any provision of this Note shall not be construed as excluding
Additional Interest, if any, so payable in those provisions of this Note when such express mention is not made.


 


Denominations. The Notes are issuable only in registered form
in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, as provided in the Indenture and subject to certain
limitations therein set forth. Notes are exchangeable for a like aggregate Principal Amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.


 


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


 


All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


 






    	-23-



     

    

ASSIGNMENT FORM


 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


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 Amyris, Inc. or a Subsidiary thereof; or



 


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



 


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



 


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



 


TO BE COMPLETED BY PURCHASER IF THE THIRD BOX ABOVE IS CHECKED


 


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


 


Date: __________________________ Signed: ______________________________


 


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


 






    	-24-



     

    

If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 3.11 of the Indenture shall have been satisfied.


 


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.


 






    	-25-



     

    

AFFILIATE NOTE ASSIGNMENT FORM


 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


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 Amyris, Inc. or a Subsidiary thereof; or



 


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



 


Date: __________________________ Signed: ______________________________


 


Unless one of the above boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof.


 


If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 3.11 of the Indenture shall have been satisfied.


 


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.


 






    	-26-



     

    

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.


 


 


 


 


 


 






    	-27-



     

    

CONVERSION NOTICE


 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


If you want to convert this Note into Common Stock of the Company,
check the box: [_]


 


To convert only part of this Note, state the Principal Amount to
be converted (which must be $1,000 or an integral multiple of $1,000 in excess thereof):


 


$_____________________


 


If you want the share certificate, if any, made out in another person’s
name, fill in the form below:


 





 






(Insert other person’s social security or tax ID no.)


 





 



 





 



 





 






(Print or type other person’s name, address and zip code)


 


Signature Guarantee: ______________________


 


Note: Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 






    	-28-



     

    

[Form of Fundamental Change Repurchase Notice]


 


AMYRIS, INC.


 


9.50% Convertible Senior Notes due 2019


 


To: Wells Fargo Bank, National Association 


333 S. Grand Avenue, 5th Floor, Suite 5A 


MAC: E2064-05A 


Los Angeles, CA 90071 


Attention: Corporate Trust: Amyris, Inc. Administrator 


Facsimile: (213) 253-7598


 


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


 


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


 


Dated:                               


 


                                                               


Signature(s)


 


                                                               


Social Security or Other Taxpayer 


Identification Number


 


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


 


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


 






    	-29-



     

    

ARTICLE 3.

THE SECURITIES


 


Section 3.01        
Title and Terms; Payments.  The aggregate Principal Amount of Notes that may be authenticated and delivered
under this Indenture is initially limited to $57,605,000 (the “Initial Notes”), except for Notes authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.05,
3.06, 3.07, 3.08, 3.09, 3.11 or 3.12. The Company may, from time to time after the execution of this Indenture, execute and deliver
to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon
authenticate and deliver said Additional Notes to or upon the written order of the Company, without any further action by the Company
hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes
for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number; (2) such Additional Notes
must be issued pursuant to the same terms (other than the offering price) and as the Initial Notes; and (3) the Trustee must
receive an Officers’ Certificate to the effect that such issuance of Additional Notes complies with the provisions of this
Indenture, including each provision of this paragraph.


 


The Notes shall be known and designated as the “9.50% Convertible
Senior Notes due 2019” of the Company. The Principal Amount shall be payable on the Maturity Date.


 


The Principal Amount of Physical Notes shall be payable at the Corporate
Trust Office and at any other office or agency maintained by the Company for such purpose. The Company may elect to pay interest
on the Notes (including Additional Interest) in cash or in shares of Common Stock. Interest on Physical Notes, if paid in cash,
will be payable (i) to Holders having an aggregate Principal Amount of $1,000,000 or less of Notes, by check mailed to such
Holders at the address set forth in the Register and (ii) to Holders having an aggregate Principal Amount of more than $1,000,000
of Notes, either by check mailed to such Holders or, upon application by a Holder to the Registrar not later than the relevant
Regular Record Date for such interest payment, by wire transfer in immediately available funds to such Holder’s account within
the United States, which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing.
The Paying Agent will pay principal of, and cash interest on, Global Notes in immediately available funds to The Depository Trust
Company or its nominee, as the case may be, as the registered holder of such global note, on each Interest Payment Date, Fundamental
Change Purchase Date or other payment date, as the case may be. Interest on Physical Notes and Global Notes, if paid in shares
of Common Stock, will be paid based upon a price equal to 92.5% of the simple average of the Daily VWAP per share for Common Stock
for the 10 Trading Days ending on and including the Trading Day immediately preceding the relevant Interest Payment Date (the “Averaging
Period”), as calculated and determined by the Company. The Company shall not elect to issue shares of Common Stock as
payment of interest on the Notes to the extent such issuance of Common Stock would exceed, in the aggregate, the Exchange Cap.
In addition, the Company may only elect to make payment of interest in Common Stock if such Common Stock is not subject to restrictions
on transfer under the Securities Act by Persons other than Affiliates of the Company, whether based on an effective registration
statement covering such shares or on an applicable exemption from such registration requirement for resale thereof. Five Trading
Days before the start of the applicable Averaging Period, the Company shall notify the Holders, the Trustee and the Transfer Agent
of whether it will make such interest payment in cash or in shares of Common Stock; provided that, if no such notice is
given, the Company shall be deemed to have notified the Holder that it will pay interest in cash. If the Company chooses to make
such payment in shares of Common Stock, three Trading Days following the applicable Interest Payment Date, the Company shall (X)
provided that the Transfer Agent is participating in The Depository Trust Company Fast Automated Securities Transfer Program, credit
the number of shares of Common Stock payable as an interest payment to such Holder’s or its designee’s balance account
with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and dispatch by overnight courier to each Holder, a certificate, registered in the
Company’s share register in the name of such Holder or its designee, for the number of shares of Common Stock to which such
Holder is entitled in connection with such payment.


 






    	-30-



     

    

Any Notes repurchased by the Company will be retired and no longer
outstanding hereunder.


 


Section 3.02        
Ranking.  The Notes constitute a general unsecured and unsubordinated obligation of the Company.


 


Section 3.03        
Denominations.  The Notes shall be issuable only in registered form without coupons and in denominations of
$1,000 and any integral multiple of $1,000 in excess thereof.


 


Section 3.04        
Execution, Authentication, Delivery and Dating.  The Notes shall be executed on behalf of the Company (a) by
its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and (b) by its Treasurer,
any Assistant Treasurer, the Secretary or any of its Vice Presidents.


 


Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date
of such Notes.


 


At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Notes. The Company Order shall specify the amount of Notes to be authenticated,
and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes. The Trustee in accordance
with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise.


 


Each Note shall be dated the date of its authentication.


 


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


 


Section 3.05        
Temporary Notes.  Pending the preparation of definitive Notes, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine,
as evidenced by their execution of such Notes; provided, that any such temporary Notes shall bear legends on the face of
such Notes as set forth in Section 2.02.


 






    	-31-



     

    

If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 4.02,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of Physical Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Physical
Notes.


 


Section 3.06        
Registration; Registration of Transfer and Exchange. 


 


(a)               
The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency designated pursuant to Section 4.02 being herein sometimes collectively referred
to as the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Registrar” (the “Registrar”)
for the purpose of registering Notes and transfers of Notes as herein provided.


 


Upon surrender for registration of transfer of any Note at an office
or agency of the Company designated pursuant to Section 4.02 for such purpose, 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 tenor, each such Note bearing such restrictive legends as may be required
by this Indenture (including Sections 2.02, 3.07 and 3.11).


 


At the option of the Holder and subject to the other provisions of
Section 3.07 and to Section 3.11, Notes may be exchanged for other Notes of any authorized denominations and of a like
aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.


 


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


 


Every Note presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing. As a condition to the registration of transfer of any Restricted Notes, the Company or the Trustee may require evidence
satisfactory to them as to the compliance with the restrictions set forth in the legend on such Notes.


 


No service charge shall be made for any registration of transfer
or exchange of Notes, but the Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant
to Section 3.05 not involving any transfer.


 






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Neither the Company nor the Registrar shall be required to exchange
or register a transfer of any Note in the circumstances set forth in Section 3.11(a)(iv).


 


(b)              
Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any
other Persons on whose behalf any Agent Member may act shall have any rights under this Indenture with respect to any Global Note
registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner
and Holder of such Global Note for all purposes whatsoever. The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person on whose behalf Agent Members may act with respect to (i) any ownership interests in the Global
Note, (ii) the accuracy of the records of the Depositary or its nominee, (iii) any notice required hereunder or (iv) any
payments under or with respect to the Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any
other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise
of the rights of a Holder of any Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled
to take under this Indenture or the Notes.


 


Section 3.07        
Transfer Restrictions. 


 


(a)               
Restricted Notes.


 


                                                                            
(i)            Every Note (and
all securities issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon conversion thereof)
that bears, or that is required under this Section 3.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted
Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in
the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated
or otherwise waived by written consent of the Company, and each Holder of a Restricted Note, by such Holder’s acceptance
of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.


 


                                                                          
(ii)            Until the Resale
Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any shares
of Common Stock issued upon the conversion thereof) will bear the Restricted Notes Legend unless:


 


(A)             
such Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144), if ever,
was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within the meaning
of Rule 144) or a Person that was an Affiliate of the Company within the three months immediately preceding such transfer
and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer;


 


(B)             
such Note was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within
the meaning of Rule 144) or a Person that was an Affiliate of the Company within the three months immediately preceding such
transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force
under the Securities Act; or


 






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(C)             
the Company delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed
from such Note.


 


                                                                        
(iii)            In addition,
until the Resale Restriction Termination Date:


 


(A)             
no transfer of any Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the
transferring Holder delivers the form of assignment set forth on the Note, with the appropriate box checked, to the Trustee; and


 


(B)             
the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the
Company (within the meaning of Rule 144) or has been an Affiliate of the Company within the three months immediately preceding
the date of such proposed transfer.


 


                                                                        
(iv)            On and after
the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except
any shares of Common Stock issued upon the conversion thereof) will bear the Restricted Notes Legend at any time the Company reasonably
determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear
the Restricted Notes Legend.


 


(b)              
Restricted Stock.


 


                                                                            
(i)            Every share of
Common Stock that bears, or that is required under this Section 3.07 to bear, the Restricted Stock Legend will be deemed to
be “Restricted Stock.” Each share of Restricted Stock will be subject to the restrictions on transfer set forth
in this Indenture (including in the Restricted Stock Legend) and will bear a restricted CUSIP number unless such restrictions on
transfer are eliminated or otherwise waived by written consent of the Company, and each Holder of Restricted Stock, by such Holder’s
acceptance of Restricted Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock.


 


                                                                          
(ii)            Until the Resale
Restriction Termination Date, any share of Common Stock issued upon the conversion of a Note will be issued in definitive form
and will bear the Restricted Stock Legend unless:


 


(A)             
such share of Common Stock was transferred (1) to a Person other than (x) the Company or (y) an affiliate
of the Company (within the meaning of Rule 144) or a Person that was an Affiliate of the Company within the three months immediately
preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time
of such conversion;


 


(B)             
such share of Common Stock was transferred (1) to a Person other than (x) the Company or (y) an affiliate
of the Company (within the meaning of Rule 144) or a Person that was an Affiliate of the Company within the three months immediately
preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision
then in force under the Securities Act;


 






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(C)             
such Note, regardless of whether bearing the Restricted Notes Legend, was not, at the time of its conversion, required to
bear the Restricted Notes Legend pursuant to Section 3.07(a) and such Common Stock was issued to a Person other than (1) the
Company or (2) an Affiliate of the Company; or


 


(D)             
the Company delivers written notice to the Trustee, the Registrar and the Transfer Agent for the Common Stock stating that
such share of Common Stock need not bear the Restricted Stock Legend.


 


                                                                        
(iii)            On and after
the Resale Restriction Termination Date, any share of Common Stock will be issued in definitive form and will bear the Restricted
Stock Legend at any time the Company reasonably determinates that, to comply with law, such share of Common Stock must bear the
Restricted Stock Legend, but shall not otherwise bear the Restricted Stock Legend.


 


(c)               
Affiliate Notes.


 


                                                                            
(i)            Every Affiliate
Note (and all securities issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon conversion
thereof) that bears, or that is required under this Section 3.07 to bear, the Affiliate Notes Legend will be deemed to be
a “Restricted Affiliate Note.” Each Restricted Affiliate Note will be subject to the restrictions on transfer
set forth in this Indenture (including in the Affiliate Notes Legend) and will be a Physical Note unless such restrictions on transfer
are eliminated or otherwise waived by written consent of the Company, and each Holder of a Restricted Affiliate Note, by such Holder’s
acceptance of such Restricted Affiliate Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted
Affiliate Note.


 


                                                                          
(ii)            Any Affiliate
Note (or any security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon the conversion
thereof) will bear the Affiliate Notes Legend unless:


 


(A)             
such Affiliate Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144),
if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within the
meaning of Rule 144) or a Person that was an affiliate of the Company within the three months immediately preceding such transfer
and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer;


 


(B)             
such Affiliate Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144),
if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within the
meaning of Rule 144) or a Person that was an affiliate of the Company within the three months immediately preceding such transfer
and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under
the Securities Act; or


 


(C)             
the Company delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed
from such Note.


 






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(iii)            In addition
no transfer of any Affiliate Note will be registered by the Registrar unless the transferring Holder delivers the form of assignment
set forth on the Affiliate Note, with the appropriate box checked, to the Trustee.


 


                                                                        
(iv)            Any Affiliate
Note (or any security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon the conversion
thereof) will bear the Affiliate Notes Legend at any time the Company reasonably determinates that, to comply with law, such Note
(or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.


 


                                                                          
(v)            Any share of
Common Stock issued upon the conversion of an Affiliate Note will be issued in definitive form and will bear the Restricted Stock
Legend unless:


 


(A)             
such share of Common Stock was transferred (1) to a Person other than (x) the Company or (y) an affiliate
of the Company (within the meaning of Rule 144) or a Person that was an Affiliate of the Company within the three months immediately
preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time
of such conversion;


 


(B)             
such share of Common Stock was transferred (1) to a Person other than (x) the Company or (y) an affiliate
of the Company (within the meaning of Rule 144) or a Person that was an affiliate of the Company within the three months immediately
preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision
then in force under the Securities Act; or


 


(C)             
the Company delivers written notice to the Trustee, the Registrar and the Transfer Agent for the Common Stock stating that
such share of Common Stock need not bear the Restricted Stock Legend.


 


(d)              
As used in this Section 3.07, the term “transfer” means any sale, pledge, transfer, loan, hypothecation
or other disposition whatsoever of any Restricted Note, any interest therein or any Restricted Stock.


 


Section 3.08        
Expiration of Restrictions.  (a) Physical Notes. Any Physical Note (or any security issued in exchange
or substitution therefor) (other than an Affiliate Note) that does not constitute a Restricted Note may be exchanged for a new
Note or Notes of like tenor and aggregate Principal Amount that do not bear the Restricted Notes Legend required by Section 3.07.
To exercise such right of exchange, the Holder of such Note must surrender such Note in accordance with the provisions of Section 3.11
and deliver any additional documentation reasonably required by the Company, the Trustee or the Registrar in connection with such
exchange.


 


(b)              
Global Notes; Resale Restriction Termination Date.


 


                                                                            
(i)            If, on the Free
Trade Date, or the next succeeding Business Day if the Free Trade Date is not a Business Day, any Notes are represented by a Global
Note that is a Restricted Note (any such Global Note, a “Restricted Global Note”), as promptly as practicable,
the Company will automatically exchange every beneficial interest in each Restricted Global Note for beneficial interests in Global
Notes that are not subject to the restrictions set forth in the Restricted Notes Legend and in Section 3.07 hereof.


 






    	-36-



     

    

                                                                          
(ii)            To effect such
automatic exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory
exchange process at least 15 days immediately prior to the Free Trade Date and (B) deliver to each of the Trustee and the
Registrar a duly completed Free Transferability Certificate promptly after the Free Trade Date. The first date on which both the
Trustee and the Registrar have received the Free Transferability Certificate will be known as the “Resale Restriction
Termination Date.”


 


(A)             
Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and the Registrar the Restricted
Notes Legend will be deemed removed from each of the Global Notes specified in such Free Transferability Certificate and the restricted
CUSIP number will be deemed removed from each of such Global Notes and deemed replaced with an unrestricted CUSIP number.


 


(B)             
Promptly after the Resale Restriction Termination Date, the Company (or the Trustee upon instruction by the Company) will
provide Bloomberg LLP with a copy of the Free Transferability Certificate and will use reasonable efforts to cause Bloomberg LLP
to adjust its screen page for the Notes to indicate that the Notes are no longer Restricted Notes and are now identified by an
unrestricted CUSIP number.


 


                                                                        
(iii)            Prior to the
Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the
Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to be identified by an unrestricted CUSIP
number in the facilities of the Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the
Registrar or as promptly as possible thereafter.


 


                                                                        
(iv)            Notwithstanding
anything to the contrary in Sections 3.08(b)(i), (ii) or (iii), the Company will not be required to deliver the Free
Transferability Certificate if it reasonably believes that removal of the Restricted Notes Legend or the changes to the CUSIP numbers
for the Notes could result in or facilitate transfers of the Notes in violation of applicable law.


 


Section 3.09        
Mutilated, Destroyed, Lost and Stolen Notes.  If any mutilated Note is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and Principal Amount
and bearing a number not contemporaneously outstanding.


 


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


 


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


 


Upon the issuance of any new Note under this Section 3.09, the
Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 






    	-37-



     

    

Every new Note issued pursuant to this Section 3.09 in lieu
of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Notes duly issued hereunder.


 


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


 


Section 3.10        
Persons Deemed Owners.  Prior to due presentment of a Note for registration of transfer, the Company, the Trustee,
the Registrar and any agent of the Company, the Trustee or the Registrar may treat the Person in whose name such Note is registered
as the owner of such Note for the purpose of receiving payment of the principal of such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Company, the Trustee, the Registrar nor any agent of the Company, the Trustee
or the Registrar shall be affected by notice to the contrary.


 


Section 3.11        
Transfer and Exchange. 


 


(a)               
Provisions Applicable to All Transfers and Exchanges.


 


                                                                            
(i)            Subject to the
restrictions set forth in this Section 3.11, Physical Notes and beneficial interests in Global Notes may be transferred or
exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register.


 


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


 


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


 


                                                                        
(iv)            Unless the Company
specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register
a transfer of any Note (i) that has been surrendered for conversion, (ii) as to which Section 5.06 is applicable
or (iii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, in each case, except to the
extent any portion of such Note is not subject to the foregoing.


 


                                                                          
(v)            The Trustee will
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.


 






    	-38-



     

    

(b)              
In General; Transfer and Exchange of Beneficial Interests in Global Notes. So long as the Notes are eligible
for book-entry settlement with the Depositary, unless otherwise required by law, except to the extent required by Section 3.11(c):


 


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


 


                                                                          
(ii)            every transfer
and exchange of a beneficial interest in a Global Note will be effected through the Depositary in accordance with the Applicable
Procedures and the provisions of this Indenture (including the restrictions on transfer set forth in Section 3.07); and


 


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


 


(c)               
Transfer and Exchange of Global Notes.


 


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


 


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


 


(B)             
the Depositary is no longer registered as a clearing agency under the Exchange Act;


 


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


 


In each such case, each Global Note will be deemed surrendered to
the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in accordance with the Applicable Procedures,
and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee
will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global
Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest,
registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical
Notes are required to bear under Section 3.07.


 


                                                                          
(ii)            In addition,
if (x) the Company, in its sole discretion, determines that any Global Note will be exchangeable for Physical Notes or (y) an
Event of Default has occurred and is continuing, in each case, any owner of a beneficial interest in a Global Note may exchange
such beneficial interest for Physical Notes by delivering a written request to the Registrar.


 






    	-39-



     

    

In such case, (A) the Depositary will deliver notice of such
request to the Company and the Trustee, which notice will identify the owner of the beneficial interest to be exchanged, the aggregate
principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, in accordance
with Section 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 3.04,
will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered
in such owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest
and bearing any legends that such Physical Notes are required to bear under Section 3.07, and (C) the Registrar, in accordance
with the Applicable Procedures, will cause the principal amount of such Global Note to be decreased by the aggregate principal
amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Note are so exchanged, such Global
Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled in
accordance with the Applicable Procedures.


 


(d)              
Transfer and Exchange of Physical Notes.


 


                                                                            
(i)            If Physical Notes
are issued, a Holder may transfer a Physical Note by: (A) surrendering such Physical Note for registration of transfer to
the Registrar, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar;
(B) if such Physical Note is a Restricted Note or Affiliate Note, delivering any documentation that the Company, the Trustee
or the Registrar reasonably require to ensure that such transfer complies with Section 3.07 and any applicable securities
laws; and (C) satisfying all other requirements for such transfer set forth in this Section 3.11 and Section 3.07.
Upon the satisfaction of conditions (A), (B) and (C), the Company, in accordance with Section 3.04, will promptly execute
and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 3.04, promptly
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Physical Notes, of any authorized
denominations, having like aggregate Principal Amount and bearing any restrictive legends required by Section 3.07.


 


                                                                          
(ii)            If Physical
Notes are issued, a Holder may exchange a Physical Note for other Physical Notes of any authorized denominations and aggregate
Principal Amount equal to the aggregate Principal Amount of the Notes to be exchanged by surrendering such Notes, together with
any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency
maintained by the Company for such purposes pursuant to Section 4.02. Whenever a Holder surrenders Notes for exchange, the
Company, in accordance with Section 3.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt
of a Company Order, will, in accordance with Section 3.04, promptly authenticate and deliver the Notes that such Holder is
entitled to receive, bearing registration numbers not contemporaneously outstanding and any restrictive legends that such Physical
Notes are to bear under Section 3.07.


 


                                                                        
(iii)            If Physical
Notes are issued, a Holder may transfer or exchange a Physical Note for a beneficial interest in a Global Note by (A) surrendering
such Physical Note for registration of transfer or exchange, together with any endorsements or instruments of transfer required
by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant
to Section 4.02; (B) if such Physical Note is a Restricted Note or Affiliate Note, delivering any documentation the Company,
the Trustee or the Registrar reasonably require to ensure that such transfer complies with Section 3.07 and any applicable
securities laws; (C) satisfying all other requirements for such transfer set forth in this Section 3.11 and Section 3.07;
and (D) providing written instructions to the Trustee to make, or to direct the Registrar to make, an adjustment in its books
and records with respect to the applicable Global Note to reflect an increase in the aggregate Principal Amount of the Notes represented
by such Global Note, which instructions will contain information regarding the Depositary account to be credited with such increase.
Upon the satisfaction of conditions (A), (B), (C) and (D), the Trustee will cancel such Physical Note and cause, or direct
the Registrar to cause, in accordance with the Applicable Procedures, the aggregate Principal Amount of Notes represented by such
Global Note to be increased by the aggregate Principal Amount of such Physical Note, and will credit or cause to be credited the
account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate Principal
Amount of such Physical Note. If no Global Notes are then outstanding, the Company, in accordance with Section 3.04, will
promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 3.04,
authenticate, a new Global Note in the appropriate aggregate Principal Amount.


 






    	-40-



     

    

Section 3.12        
Cancellation.  The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated
and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation
any Notes previously authenticated hereunder which the Company has not issued and sold. The Trustee shall cancel all Notes surrendered
for registration of transfer, exchange, payment, purchase, repurchase, conversion (pursuant to Article 6 hereof) or cancellation
in accordance with its customary practices. If the Company shall acquire any of the Notes, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee
for cancellation. The Notes so acquired, while held by or on behalf of the Company or any of its Subsidiaries, shall not entitle
the Holder thereof to convert the Notes. The Company may not issue new Notes to replace Notes it has paid in full or delivered
to the Trustee for cancellation.


 


The Registrar shall retain, in accordance with its customary procedures,
copies of all letters, notices and other written communications received pursuant to this Section 3.12. The Company shall
have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.


 


Section 3.13        
CUSIP Numbers.  In issuing the Notes, the Company may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices as a convenience to 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
as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any
such notice shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of
any change in the “CUSIP” numbers.


 


ARTICLE 4.

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01        
Payment of Principal and Interest.  The Company covenants and agrees that it shall duly and punctually pay or
cause to be paid the principal of and interest on each of the Notes at the places, at the respective times and in the manner provided
herein and in the Notes. If any Interest Payment Date, the Maturity Date or any Fundamental Change Purchase Date is not a Business
Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue thereon in respect of such
delay. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in Section
8.03 hereof and Section 2(c) of the Registration Rights Agreement.


 






    	-41-



     

    

Section 4.02        
Maintenance of Office or Agency.  The Company shall maintain an office or agency in the United States, where
the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed
by the Trustee. 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, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate co-Registrars and
one or more 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.


 


The Company will give prompt written notice of any such designation
or rescission and of any change in the location of any such other office or agency.


 


The Company hereby initially designates the Trustee as Paying Agent,
Registrar and Conversion Agent.


 


So long as the Trustee is the Registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 10.11(a) and the third paragraph of Section 10.12. If co-Registrars have
been appointed in accordance with this Section, the Trustee shall mail such notices only to the Company and the Holders of Notes
it can identify from its records.


 


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 10.12, a Trustee, so that there shall at all
times be a Trustee hereunder.


 


Section 4.04        
Provisions as to Paying Agent. 


 


(a)               
The Company may designate additional Paying Agents, rescind the designation of any Paying Agent, or approve a change in
the office through which any Paying Agent acts. If the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee
shall appoint such a Paying Agent, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:


 


                                                                            
(i)            that it will
hold all sums held by it as such agent for the payment of the principal of or interest on the Notes (whether such sums have been
paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes;


 


                                                                          
(ii)            that it will
give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal
of or 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.


 






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The Company shall, on or before each due date of the principal of
or interest on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such
payment) sufficient to pay such principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of any failure to take such action; provided, however, that if such deposit is made on the due
date, such deposit shall be received by the Paying Agent by 10:00 a.m. New York City time, on such date.


 


(b)              
If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of or 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
or interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company
(or any other obligor under the Notes) to make any payment of the principal of or 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 or cause to be paid to the Trustee all sums held in
trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon
the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying
Agent shall be released from all further liability with respect to such sums.


 


(d)              
Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this
Section 4.04 is subject to Section 12.03 and Section 12.04.


 


The Trustee shall not be responsible for the actions of any other
Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held by such other
Paying Agents.


 


Section 4.05        
Existence.  Subject to Article 9, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence and rights (charter and statutory); provided, however, that the Company
shall not be required to preserve any such right if the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company.


 


Section 4.06        
Rule 144A Information Requirement.  The Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, so long as any of the Notes or shares of Common Stock
delivered upon conversion of the Notes will, 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
or beneficial owner of such Notes or such shares of Common Stock and any prospective purchaser of such Notes or such shares of
Common Stock, the information required pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such
Notes or such shares of Common Stock pursuant to Rule 144A under the Securities Act, and it will take such further action
as any Holder or beneficial owner of such Notes or such shares of Common Stock may reasonably request from time to time to enable
such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A, as such rule
may be amended from time to time.


 






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Section 4.07        
Resale of Certain Notes.  The Company shall not, and shall not permit any of its Subsidiaries to, resell any
Notes that have been reacquired by the Company or any such Subsidiary. The Trustee shall have no responsibility in respect of the
Company’s performance of its agreement in the preceding sentence.


 


Section 4.08        
Commission Filings and Reports.  The Company covenants that 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 (other than any portion thereof subject to
confidential treatment pursuant to applicable Commission rules and regulations) shall be filed by the Company with the Trustee
within 15 calendar days after the same is filed with the Commission pursuant to its rules and regulations (giving effect to any
grace period provided by Rule 12b-25 under the Exchange Act); provided that in each case the delivery of materials
to the Trustee by electronic means or filing of documents pursuant to the Commission’s “EDGAR” system (or any
successor electronic filing system) shall be deemed to constitute “filing” with the Trustee for purposes of this Section 4.08.
Delivery of such reports, information and documents 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 rely
exclusively on Officers’ Certificates).


 


Section 4.09        
Book-Entry System.  If the Notes cease to trade in the Depositary’s book-entry settlement system, the
Company covenants and agrees that it shall use reasonable efforts to make such other book entry arrangements that it determines
are reasonable for the Notes.


 


Section 4.10        
Additional Interest.  If at any time Additional Interest become payable by the Company pursuant to Section 8.03
hereof or Section 2(c) of the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to
that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional
Interest is payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without
inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to
such Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.


 


Section 4.11        
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 which 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 which 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 4.12        
Compliance Certificate.  The Company shall deliver to the Trustee, within one hundred twenty (120) days after
the end of each fiscal year of the Company (commencing with the fiscal year ending 2015), an Officers’ Certificate, stating
whether or not to the knowledge of the signer thereof the Company is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder)
and, if the Company shall be in default, specifying all such defaults and the nature and the status thereof of which the signer
may have knowledge.


 






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The Company shall deliver to the Trustee, within 30 days after the
Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its
status and the action which the Company proposes to take with respect thereto.


 


Any notice required to be given under this Section 4.12 shall
be delivered to a Trust Officer of the Trustee at its Corporate Trust Office.


 


Section 4.13        
Limitation on Indebtedness.  For such time as the aggregate outstanding principal amount of the Notes exceeds
$25.0 million, the Company and its Subsidiaries shall not incur:


 


		(1)	Secured Debt (other than Permitted Debt) in an aggregate amount at any time outstanding exceeding
the greater of $65.0 million or 30% of the Company’s total consolidated assets (as set forth in its most recent balance sheet);
and



 


		(2)	Unsecured Debt (other than Permitted Debt) in an aggregate amount at any time outstanding exceeding
$200.0 million.



 


For such time as the aggregate outstanding principal amount
of the Notes is less than or equal to $25.0 million, there will be no limit on the amount of Secured Debt or Unsecured Debt that
the Company or its Subsidiaries may incur, provided that if the amount of Secured Debt or Unsecured Debt outstanding at any such
time exceeds the amount set forth in (1) or (2) above, as applicable, the Company or its Subsidiaries may not make any Restricted
Payments.


 


The foregoing restrictions on Secured Debt, Unsecured
Debt and Restricted Payments shall not apply if the last reported sale price of Common Stock for at least 20 Trading Days (whether
or not consecutive) during any period of 30 consecutive Trading Days ending on a Trading Date within 10 Trading Days prior to the
incurrence of such Secured Debt or Unsecured Debt or the making of such Restricted Payment is greater than or equal to 150% of
the Conversion Price for the Notes.


 


The limitations on the ability to incur Secured Debt or Unsecured
Debt, or make Restricted Payments, may be waived by the Holders of two-thirds of the aggregate principal amount of Notes then outstanding,
and Holders will be deemed to have consented if they do not respond to a request for such consent distributed in the manner pursuant
to Section 14.01 within 10 Business Days after such distribution of such request to Holders.


 



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ARTICLE 5.

NO OPTIONAL REDEMPTION


Section 5.01        
No Right to Redeem. The Notes are not subject to redemption at the option of the Company and no sinking fund
is provided for the Notes.


ARTICLE 6.

CONVERSION


Section 6.01        
Right to Convert; Early Conversion Payment. 


(a)               
Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s
option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the
Principal Amount of any such Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion
of such Principal Amount that a Holder elects to convert is equal to $1,000 or an integral multiple of $1,000 in excess thereof.
Upon any conversion, the Trustee shall provide to the Company notice of such conversion by electronic transmission, to such addresses
as may be specified from time to time by the Company, on the Business Day on which the Conversion Notice is received.


(b)              
If a Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 6.01, such Holder
may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 6.03.
If a Holder has surrendered such Holder’s Note for required purchase in connection with a Fundamental Change, such Holder’s
right to withdraw the related Fundamental Change Purchase Note and convert each Note that is subject thereto will terminate at
the Close of Business on (i) the Business Day immediately preceding the relevant Fundamental Change Purchase Date or (ii) in
the case of a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Note, the Business
Day immediately preceding the day on which such Default is no longer continuing.


(c)               
Upon any conversion of Notes for which the Conversion Date is on or after the earlier of (i) the date that a Registration
Statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes, or in connection with an Early
Conversion Payment or interest payment on the Notes, is effective or (ii) April 15, 2016, in addition to the shares deliverable
upon conversion, a Holder will be entitled to receive a payment equal to the Early Conversion Payment. The Company may pay an Early
Conversion Payment either in cash or in Common Stock, at its election; provided, that the Company may only make such payment
in Common Stock if such Common Stock is not subject to restrictions on transfer under the Securities Act by persons other than
the Company’s Affiliates, whether based on an effective registration statement covering such shares or on an applicable exemption
from such registration requirement for resale thereof; provided, further that payment in shares of Common Stock will
not exceed the Exchange Cap or if it will, it has been approved by stockholders in accordance with NASDAQ Market Rule 5635. In
the case of an Early Conversion Payment in shares of Common Stock, the number of shares issuable will be based upon a price equal
to 92.5% of the simple average of the Daily VWAP per share for Common Stock for the 10 Trading Days ending on and including the
Trading Day immediately preceding the Conversion Date. Five Trading Day following the applicable Conversion Date, the Company shall
(X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Holder or its
designee has an account with DTC, credit the number of shares to which each Holder is entitled to such Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program or the Holder or its designee does not have an account with DTC, issue and
dispatch by overnight courier to each Holder, a certificate, registered in the Company’s share register in the name of such
Holder or its designee, for the number of shares to which such Holder is entitled pursuant to such exercise. No fractional shares
of Common Stock are to be issued upon the issuance of shares in connection with the Early Conversion Payment, but rather the number
shares to be issued shall be rounded up or down to the nearest whole share. The Company shall pay any and all taxes which may be
payable with respect to the issuance and delivery of Dividend Shares. Accrued interest on Notes surrendered for conversion in connection
with an Early Conversion Payment shall be paid in the form of shares of Common Stock or cash based on the payment method chosen
by the Company for the Early Conversion Payment. Notwithstanding the foregoing, if a Holder elects to convert Notes on or after
the effective time of a Make-Whole Fundamental Change, such Holder will not be entitled to receive the Early Conversion Payment
but instead shall receive Additional Shares, if any, pursuant to Section 6.08. However, on conversion of the Notes prior to the
effective time of the Make-Whole Fundamental Change, the Holder shall be entitled to receive the Early Conversion Payment.






    	-46-



     

    

(d)              
At or before each Interest Payment Date, the Company shall provide notice to the Trustee of its election to pay the Early
Conversion Payment either in cash or in shares of Common Stock for future conversions of the Notes in the period between such Interest
Payment Date and the next Interest Payment Date. The Trustee shall notify the Holders of such election upon the receipt by the
Trustee of notice from the Company.


(e)               
Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note.


(f)               
A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its
Notes, and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 6.


Section 6.02        
Conversion Procedure. 


(a)               
Each Note shall be convertible at the office of the Conversion Agent.


(b)              
In order to exercise the conversion right with respect to any interest in Global Notes, the Holder must complete the appropriate
instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements
and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03(c)
and any transfer taxes or duties if required pursuant to Section 6.09. However, no service charge will be imposed by the Company,
the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions
governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder
of any such Notes to be converted, in whole or in part, shall:






    	-47-



     

    

                                                                           (i)            complete and
manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) facsimile of
the conversion notice, or an electronic version of the conversion notice, each of which shall be irrevocable, and deliver such
notice to a Conversion Agent;


                                                                          (ii)           
surrender the Note to a Conversion Agent;


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


                                                                        
(iv)            if required
pursuant to Section 6.09, pay any transfer taxes or duties; and


                                                                          (v)           
if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled
as required by Section 6.03(c).


The date on which the Holder satisfies all of the applicable requirements
set forth above is the “Conversion Date.”


(c)               
On the third Trading Day immediately following the Conversion Date, the Company shall issue and shall deliver to the converting
Holder at the office of the Conversion Agent, a certificate or certificates for the number of shares of Common Stock issuable in
respect of such conversion in accordance with the provisions of this Article 6, the Early Conversion Payment, if applicable, and
cash in lieu of any fractional share.  In case any Notes of a denomination greater than $1,000 shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered,
without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted
portion of the surrendered Notes.


Each conversion shall be deemed to have been effected as to any
such Notes (or portion thereof) on the date on which the requirements set forth above in Section 6.01(b) have been satisfied as
to such Notes (or portion thereof) and the Person in whose name any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become, as of the Close of Business on the relevant Conversion Date that
such Holder converted the Notes, the holder of record of the shares of Common Stock represented thereby.


(d)              
Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) 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 conversions of Notes effected through any Conversion Agent other than the Trustee.


(e)               
Each share certificate representing Common Stock issued upon conversion of the Notes that are Restricted Notes shall bear
the Restricted Stock Legend as set forth in Section 3.07.


Section 6.03        
Settlement upon Conversion. 


(a)               
With respect to any conversion of Notes, if any, the Company shall, subject to the provisions of this Article 6, deliver
to converting Holders, in respect of each $1,000 Principal Amount of Notes being converted, a number of shares of Common Stock
equal to the Applicable Conversion Rate, on the third Trading Day immediately following the relevant Conversion Date, together
with the Early Conversion Payment, if applicable; provided, however that unless and until the Company obtains stockholder
approval to issue a number of shares of Common Stock in excess of the Exchange Cap, the Company shall pay cash in lieu of any shares
of Common Stock that would otherwise be deliverable in excess of the Exchange Cap. The Company shall have no obligation to seek
stockholder approval to issue shares of Common Stock in excess of the Exchange Cap.






    	-48-



     

    

(b)              
Upon conversion, Holders shall receive a payment for accrued and unpaid interest, and Additional Interest, if any, on each
Holder’s Note to, but excluding, the Conversion Date (in the form of shares of Common Stock or cash based on the payment
method chosen by the Company for the Early Conversion Payment).


(c)               
Notwithstanding anything to the contrary, the payment of accrued interest shall be made solely in cash (1) in connection
with any Make-Whole Fundamental Change, if the related repurchase date is after a Regular Record Date and on or prior to the scheduled
Trading Day immediately following the date on which the corresponding interest payment is made, (2) with respect to all Notes,
if any, surrendered for conversion for which an Early Conversion Payment shall be received in the form of cash and (3) on the final
Interest Payment Date. For the avoidance of doubt, all Holders on the Regular Record Date immediately preceding an Interest Payment
Date (or any repurchase date related to a Make-Whole Fundamental Change ) will receive the full interest payment on the Interest
Payment Date or date of repurchase related to a Make-Whole Fundamental Change regardless of whether their Notes have been converted
following such Regular Record Date.


(d)              
The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis
of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If
any fractional share would be issuable upon the conversion of any Notes, the Company shall be rounded up or down, as appropriate,
to the nearest whole number.


(e)               
By delivery to the Holder of the full number of shares of Common Stock and the Early Conversion Payment, if applicable,
issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the Principal Amount of the Notes.
In addition to the Early Conversion Payment, on conversion of a Note, the Holder will receive a payment of accrued and unpaid interest,
and Additional Interest, if any, on such Holder’s Note to, but excluding, the Conversion date (in the form of shares of Common
Stock or cash based on the payment method chosen by the Company for the Early Conversion Payment).


Section 6.04        
Limitations on Issuance of Shares Due to Market Regulation.  Notwithstanding anything to the contrary in this
Indenture or in the Notes, the Company shall not be obligated to issue shares of Common Stock upon conversion of the Notes in connection
with an Early Conversion Payment or otherwise, and shall not be entitled to issue shares of Common Stock in connection with payment
interest or in connection with any anti-dilution terms described hereunder, to the extent (and only to the extent) the issuance
of all such shares of Common Stock would exceed 38,415,626 in the aggregate (which number is approximately and no greater than
19.99% of the Company’s outstanding shares of Common Stock on October 14, 2015, without giving effect to the issuance of
shares of Common Stock underlying the Notes) (the “Exchange Cap”). The Exchange Cap limitation shall not apply
in the event that the Company obtains the approval of its holders of Common Stock for issuances of shares of Common Stock in excess
of such amount in accordance with NASDAQ Market Rule 5635. The Company will settle such amount in excess of the Exchange Cap in
cash and not in shares of Common Stock by wire transfer of U.S. dollars in immediately available funds to the account designated
by the Holder, in an amount equal to the product of (x) the number of shares of Common Stock which would have been issuable upon
conversion but cannot be issued as a result of the Exchange Cap and (y) the simple average of the daily VWAP for Common Stock for
the ten consecutive VWAP Trading Days ending on and included the VWAP Trading Day immediately prior to the Conversion Date.






    	-49-



     

    

Section 6.05        
Adjustment of Conversion Rate.  The Conversion Rate shall be adjusted from time to time by the Company if any
of the following events occurs as described below, except that the Company will not make any adjustment to the Conversion Rate
if Holders of Notes participate (other than in the case of a share split or share combination), at the same time and on the same
terms as holders of shares of Common Stock, solely as a result of holding the Notes, in any of the transactions described in this
Section 6.05, without having to convert their Notes, as if such Holders held a number of shares of Common Stock equal to the Applicable
Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by
the Principal Amount of Notes held by such Holders, divided by $1,000.


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





where,


CR0 =the Conversion Rate in effect immediately
prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business
on the effective date of such share split or share combination, as applicable;


CR1 =the Conversion Rate in effect immediately
after the Open of Business on such Ex-Dividend Date or effective date;


OS0 =the number of shares of Common Stock
outstanding immediately prior to the Open of Business on such Ex-Dividend Date or effective date; and


OS1 =the number of shares of Common Stock
outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


Any adjustment made pursuant to this Section 6.05(a) will 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 6.05(a) is declared but not so paid or made, the Conversion Rate will be immediately readjusted,
effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared or announced. For the avoidance of doubt, if the
application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will
be made (other than (i) as a result of a reverse share split or share combination or (ii) with respect to the Company’s
right to readjust the Conversion Rate as described in the immediately preceding sentence).






    	-50-



     

    

(b)              
If the Company issues or sells shares of Common Stock (including shares of Common Stock deemed to be issued pursuant to
the fourth paragraph of this Section 6.05(b)) in a Qualified Financing at a price per share less than the Applicable Conversion
Price on the Trading Day immediately preceding such issuance or sale, the Conversion Rate will be adjusted based on the following
formula:





where,


CR0 = the Conversion Rate in effect immediately
prior to the Open of Business on the date of such issuance or sale (or deemed issuance);


CR1=the Conversion Rate in effect immediately
after the Open of Business on the date of such issuance or sale (or deemed issuance);


OS = the number of shares of Common Stock outstanding
immediately prior to the Open of Business on the date of such issuance or sale (or deemed issuance);


X = the total number of shares of Common Stock issued
or sold (or deemed issued) on such date; and


Y = the number of shares of Common Stock equal to the
quotient of (A) the aggregate purchase price of the shares of Common Stock issued or sold (or deemed issued) and (B) the Conversion
Price of the Notes on the Trading Day immediately preceding such issuance or sale (or deemed issuance).


For the purpose of the above calculation, the number of shares
of Common Stock outstanding immediately prior to the Open of Business on the date of such issuance or sale shall be calculated
on a fully diluted basis, as if all then outstanding options, warrants and other convertible securities had been fully exercised
or converted (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date.


Any adjustment made pursuant to this Section 6.05(b) shall become
effective immediately following the Open of Business on the date of such issuance or sale. If Section 6.05(a), (c) or (d) applies
to any distribution of shares of Common Stock or Notes, this Section 6.05(b) shall not apply to such distribution. In no event
shall the Conversion Rate be decreased pursuant to this Section 6.05(b).


In the event the Company at any time or from time to time after
the Issue Date shall issue any options or convertible securities or shall fix a record date for the determination of holders of
any class of securities then entitled to receive any such options or convertible securities, then the maximum number of shares
(as set forth in the instrument relating thereto without regard to any provisions contained therein designed to protect against
dilution) of Common Stock issuable upon the exercise of such options or, in the case of convertible securities and options therefor,
the conversion or exchange of such convertible securities, shall be deemed to be shares of Common Stock issued as of the time of
such issuance or, in case such a record date shall have been fixed, as of the Close of Business on such record date provided,
however, that in any such case in which shares of Common Stock are deemed to be issued no further adjustments to the Conversion
Rate shall be made upon the subsequent issue of shares of Common Stock upon the exercise of such options or conversion or exchange
of such convertible securities. The consideration per share received by the Company for shares of Common Stock deemed to have been
issued pursuant to this paragraph relating to options and convertible securities shall be determined by dividing:








    	-51-



     

    




		(1)	the total amount, if any, received or receivable by the Company as consideration for the issuance of such options or convertible
securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without
regard to any provision contained therein designed to protect against dilution) payable to the Company upon the exercise of such
options or the conversion or exchange of such convertible securities, or in the case of options for convertible securities, the
exercise of such options for convertible securities and the conversion or exchange of such convertible securities, by



		(2)	the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against the dilution) issuable upon the exercise of such options or conversion or exchange
of such convertible securities, or in the case of options for convertible securities, the exercise of such options for convertible
securities and the conversion or exchange of such convertible securities.



Notwithstanding the foregoing, (i) upon the expiration or termination
of any unexercised option or unconverted or unexchanged convertible security (or portion thereof) that resulted (either upon its
original issuance or upon a revision of its terms) in an adjustment to the Conversion Rate of the Notes pursuant to this subsection
6.05(b), the Conversion Rate of the Notes shall be readjusted to such Conversion Rate as would have obtained had such option or
convertible security (or portion thereof) never been issued, and (ii) if the terms of any option or convertible security, the issuance
of which resulted in an adjustment to the Conversion Rate of the Notes pursuant to this subsection 6.05(b), are revised as a result
of an amendment to such terms or any other adjustment pursuant to the provisions of such option or convertible security (but excluding
automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such option or convertible security) to
provide for either (i) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion
and/or exchange of any such option or convertible security or (ii) any increase or decrease in the consideration payable to the
Company upon such exercise, conversion and/or exchange, then effective upon such increase or decrease becoming effective, the conversion
rate of the notes computed upon the original issue of such option or convertible security (or upon the occurrence of a record date
with respect thereto) shall be readjusted to such Conversion Rate as would have obtained had such revised terms been in effect
upon the original date of issuance of such option or convertible security; provided, however, that any adjustments
to the conversion rate pursuant to this paragraph shall not be effective with respect to any Notes that have been converted prior
to the date of any of the actions described in clauses (i) and (ii) of this paragraph.






    	-52-



     

    

(c)               
If the Company distributes to all or substantially all holders of shares of Common Stock any rights, options or warrants
entitling them for a period of not more than 60 calendar days after the date of such distribution to subscribe for or purchase
shares of Common Stock, at a price per share less than 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 such
distribution, the Conversion Rate will 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;


CR1 =the Conversion Rate in effect immediately
after the Open of Business on such Ex-Dividend Date;


OS =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 distribution of such rights, options or warrants.


The foregoing increase in the Conversion Rate will be successively
made whenever any such rights, options or warrants are distributed and will become effective immediately after the Open of Business
on the Ex-Dividend Date for such distribution. If such rights, options or warrants are not so distributed, the Conversion Rate
will be immediately decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such distribution
had not occurred. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights,
options or warrants, the Conversion Rate will be immediately decreased to the Conversion Rate that would then be in effect had
the increase made for the distribution of such rights, options or warrants been made on the basis of delivery of only the number
of shares of Common Stock actually delivered. For the avoidance of doubt, if the application of the foregoing formula would result
in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to the Company’s
right to readjust the Conversion Rate as described in the two immediately preceding sentences).


In determining whether any rights, options or warrants entitle
the holders of shares of Common Stock to subscribe for or purchase shares of Common Stock at less than such average of the Last
Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the date of announcement of such distribution, and in determining the aggregate offering price of such shares of Common
Stock, there will be taken into account any consideration received by the Company for such rights, options or warrants and any
amount payable upon exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the
Board of Directors.






    	-53-



     

    

(d)              
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 the Company’s Capital Stock or other securities (the “Distributed Property”),
to all or substantially all holders of shares of Common Stock, excluding:


                                                                            
(i)            dividends or
distributions of Common Stock or rights, options or warrants as to which an adjustment was effected pursuant to Section 6.05(a)
or Section 6.05(b), as the case may be;


                                                                          
(ii)            dividends or
distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 6.05(e); and


                                                                        
(iii)            Spin-Offs to
which the provisions set forth below in this Section 6.05(d) will apply;


then the Conversion Rate will 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;


CR1 =the Conversion Rate in effect immediately
after the Open of Business on such Ex-Dividend Date;


SP0 =the average of the Last Reported Sale
Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the Ex-Dividend Date for such distribution; and


FMV =the Fair Market Value (as determined by the Board
of Directors) of the Distributed Property distributed with respect to each outstanding share of Common Stock on the Ex-Dividend
Date for such distribution;


provided that if “FMV” as set forth above is
equal to or greater than “SP0” as set forth above, in lieu of the foregoing increase, adequate provision
will be made so that each Holder of a Note will receive on the date on which the Distributed Property is distributed to holders
of the Common Stock, for each $1,000 Principal Amount of the Notes, the amount and kind of Distributed Property that such Holder
would have received had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date
for such distribution; provided further that if the Board of Directors determines “FMV” for purposes of the
foregoing increase by reference to the actual or when-issued trading market for any securities, it must in doing so consider the
prices in such market over the same period used in computing the average of the Last Reported Sale Prices of the Common Stock for
purposes of determining “SP0” as set forth above.


Such increase in the Conversion Rate made pursuant to the immediately
preceding paragraph will 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 will be decreased to be the Conversion Rate that would then be
in effect if such dividend or distribution had not been declared. For the avoidance of doubt, if the application of the foregoing
formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect
to the Company’s right to readjust the Conversion rate as described in the immediately preceding sentence).






    	-54-



     

    

With respect to an adjustment pursuant to this Section 6.05(d)
where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class
or series, or similar equity interest, of or relating to a Subsidiary, or other business unit or Affiliate, of the Company, where
such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the Spin-Off)
on a major U.S. or non-U.S. securities exchange (a “Spin-Off”), the Conversion Rate will be increased based
on the following formula:





where


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


CR1 =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 shares of Common Stock applicable to one share
of Common Stock (determined for purposes of the definition of “Last Reported Sale Price” (i) as if such Capital Stock
or similar equity interest were Common Stock, (ii) by reference to such major non-U.S. securities exchange, if applicable, and
(iii) by converting such Last Reported Sales Price into U.S. dollars, if applicable) over the first 10 consecutive Trading Day
period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and


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


The adjustment to the Conversion Rate under the preceding paragraph
will occur on the last Trading Day of the Valuation Period; provided that in respect of any conversion during the Valuation
Period, references with respect to 10 consecutive Trading Days will be deemed replaced with such lesser number of Trading Days
as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, and the Conversion Date in determining
the Applicable Conversion Rate. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made,
the Conversion Rate will be immediately decreased, effective as of the date the Board of Directors determines not to pay such dividend
or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For
the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment
to the Conversion Rate will be made (other than with respect to the Company’s right to readjust the Conversion Rate as described
in the immediately preceding sentence).






    	-55-



     

    

For purposes of this Section 6.05(d) (and subject in all respect
to Section 6.13), 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 Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6.05(d) (and no adjustment
to the Conversion Rate under this Section 6.05(d) 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 6.05. 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 or property,
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 6.05(d) 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 of Common Stock redemption or purchase price received
by a holder or holders of shares 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 shares 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 6.05(a), Section 6.05(c) and this Section
6.05(d), any dividend or distribution to which this Section 6.05(d) is applicable that also includes one or both of:


(A)             
a dividend or distribution of shares of Common Stock to which Section 6.05(a) is applicable (the “Clause A
Distribution”); or


(B)             
a dividend or distribution of rights, options or warrants to which Section 6.05(c) is applicable (the “Clause B
Distribution”),


then (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 6.05(d)
is applicable (the “Clause C Distribution”) and any adjustment to the Conversion Rate required by this
Section 6.05(d) 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 adjustment to the Conversion
Rate required by Section 6.05(a) and Section 6.05(c) 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 immediately prior to the Open of Business on such effective date, as applicable”
within the meaning of Section 6.05(a) or “outstanding immediately prior to the Open of Business on such Ex-Dividend Date”
within the meaning of Section 6.05(c).






    	-56-



     

    

(e)               
If any cash dividend or distribution is paid or made to all or substantially all holders of shares of Common Stock, 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 dividend or distribution;


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


SP0 =the average of the Last Reported Sale
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 dividend or distribution; and


C =the amount in cash per share the Company distributes
to holders of shares of Common Stock.


The increase in the Conversion Rate under this Section 6.05(e)
will 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 or made, the Conversion Rate will be immediately decreased, effective as of the date the
Board of Directors determined not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared. For the avoidance of doubt, if the application of the foregoing formula
would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to
the Company’s right to readjust the Conversion Rate as described in the immediately preceding sentence).


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 will receive, for each $1,000 Principal Amount of Notes, at the same time and upon the same terms as holders of shares
of 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 dividend or distribution.






    	-57-



     

    

(f)               
If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common
Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds
the average of the Last Reported Sale Prices of the Common Stock over the first 10 consecutive Trading Day period immediately following,
and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender
offer or exchange offer, the Conversion Rate will 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 offer or exchange offer expires;


CR1 =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 offer 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 offer or exchange
offer;


OS0 =the number of shares of Common Stock
outstanding immediately prior to the date such tender offer 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 offer of exchange offer);


OS1 =the number of shares of Common Stock
outstanding immediately after the date such tender offer or exchange offer expires (after giving effect to the purchase of all
shares of Common Stock accepted for purchase or exchange in such tender offer or exchange offer); and


SP1 =the average of the Last Reported Sale
Prices of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, on the Trading Day
next succeeding the date such tender offer or exchange offer expires.


The increase in the Conversion Rate under this Section 6.05(f)
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 offer or exchange offer expires but will be given effect immediately after the Close of Business on the date
such tender offer or exchange offer expires; provided that in respect of any conversion within the first 10 consecutive
Trading Day period immediately following, and including, the date any such tender offer or exchange offer expires, references to
10 consecutive Trading Days will be deemed replaced with such lesser number of Trading Days as have elapsed from, and including,
the date such tender offer or exchange offer expires to, and including, the Conversion Date in determining the Applicable Conversion
Rate.


If the Company is obligated to purchase shares of Common Stock
pursuant to any such tender offer or exchange offer, but the Company is ultimately prevented by applicable law from effecting all
or any portion of such purchases or all such purchases are rescinded, the Conversion Rate will immediately be readjusted to the
Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in
respect of the purchases that had been effected. For the avoidance of doubt, if the application of the foregoing formula would
result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to the
Company’s right to readjust the Conversion Rate as described in the immediately preceding sentence).






    	-58-



     

    

(g)               
In addition to those Conversion Rate adjustments required by Sections 6.05(a), 6.05(c), 6.05(d), 6.05(e) and 6.05(f), and
to the extent permitted by the Exchange Cap and applicable law and subject to the applicable rules of The NASDAQ Global Select
Market (including Market Rule 5635) or, if applicable, any securities exchange on which the Company’s securities are
then listed, the Company from time to time (i) 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 and (ii) may
also (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of shares of Common Stock
or rights to purchase shares of Common Stock in connection with any 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 this Section 6.05(g),
the Company shall mail to Holders of record of the Notes a notice of the increase at least 5 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.


(h)              
The Conversion Rate will not be adjusted, among other things:


                                                                            
(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 or director
benefit plan or program of the Company, or assumed by the Company, or any of the Company’s Subsidiaries;


                                                                        
(iii)            upon the issuance
of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described
in clause (ii) above and outstanding as of the date the Notes were first issued, except as set forth in Section 6.13;


                                                                        
(iv)            upon the repurchase
of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender
offer or exchange offer of the nature described in Section 6.05(f);


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


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


(i)                
Adjustments to the Conversion Rate under this Article 6 shall be calculated to the nearest cent or to the nearest one-ten
thousandth (1/10,000th) of a share of Common Stock. No adjustment shall be made to the Conversion Rate unless such adjustment would
require a change of at least 1% in the Applicable Conversion Rate. Any adjustment that would otherwise be required to be made shall
be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, upon any conversion of the Notes
(solely with respect to the Notes to be converted), the Company shall give effect to all adjustments that Company otherwise has
deferred pursuant to the immediately preceding sentence, and those adjustments will no longer be carried forward and taken into
account in any future adjustment.






    	-59-



     

    

(j)                
Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion
Agent an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers’
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 became effective and shall mail such notice of such adjustment of the Conversion Rate to each Holder
at such Holder’s last address appearing on the list of Holders provided for in Section 3.07, within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.


(k)              
In any case in which this Section 6.05 provides that an adjustment shall become effective immediately after a Record Date
for an event, the Company may defer until the occurrence of such event (i) issuing to the Holder of any Notes converted after
such Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect
to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 6.03.


(l)                
For purposes of this Section 6.05, the number of shares of Common Stock at any time outstanding shall not include shares
held in the treasury of the Company, so long as the Company does not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.


Section 6.06        
Effect of Reclassification, Consolidation, Merger or Sale.  In the case of (i) any recapitalization, reclassification
or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger
or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets
of the Company and its 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 the effective time of the Merger
Event, the Company or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture
permitted under Section 13.01 providing for the right to convert each $1,000 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”) upon such Merger Event. If such Merger Event causes the Common Stock to
be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder
election), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the
types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or
(ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received
by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after
such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing.






    	-60-



     

    

The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the
Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of
such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section
6.05 shall not apply.


Section 6.07        
Adjustments of Prices.  Whenever any provision of this Indenture requires a calculation of the Last Reported
Sale Prices or the Daily VWAP over a span of multiple days (including with respect to the Share Price for purposes of a Make-Whole
Fundamental Change), the Company will make appropriate adjustments (to the extent no corresponding adjustment is otherwise made
pursuant to the provisions described in Section 6.05) determined by the Company or its agents 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,
Record Date, effective date or expiration date, as the case may be, of the event occurs, at any time during the period during when
Last Reported Sale Prices or the Daily VWAP are to be calculated. Such adjustments will be effective as of the Ex-Dividend Date,
Record Date, effective date or expiration date, as the case may be, of the event causing the adjustment to the Conversion Rate.


Section 6.08        
Adjustment upon a Make-Whole Fundamental Change


(a)               
If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental
Change, the Company shall 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 notice of conversion of the Notes is
received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change
up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a
Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof,
the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).


(b)              
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares
of Common Stock, including the Additional Shares, as provided under Section 6.03, and subject to Section 6.04. If the consideration
for the shares of Common Stock in any Make-Whole Fundamental Change described in clause (2)(A) of the definition of Fundamental
Change is comprised entirely of cash, for any conversion of the Notes following the Effective Date of such Make-Whole Fundamental
Change, the conversion obligation will be calculated based solely on the Share Price for the transaction and will be deemed to
be, per $1,000 Principal Amount of Notes, an amount equal to the Applicable Conversion Rate (including any adjustment as described
in this Section 6.08) multiplied by such Share Price.






    	-61-



     

    

(c)               
The number of Additional Shares, if any, by which the Conversion Rate will be increased will be determined by reference
to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or
becomes effective (the “Effective Date”) and the price (the “Share Price”) paid (or deemed
paid) per share of Common Stock in the Make-Whole Fundamental Change. If the holders of the shares of Common Stock receive only
cash in a Make-Whole Fundamental Change described in clause (2)(A) of the definition of Fundamental Change, the Share Price shall
be the cash amount paid per share of Common Stock. Otherwise, the Share Price shall be the average of the Last Reported Sale Prices
of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the Effective Date of such Make-Whole Fundamental Change.


(d)              
The Share Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of
any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Share Prices shall equal the Share Prices
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 Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted.
The number of Additional Shares set forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth
in Section 6.05.


(e)               
The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case:


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


                                                                          
(ii)            If the Share
Price is greater than $20.0 per share (subject to adjustment in the same manner and at the same time as the Share Prices pursuant
to Section 6.08(d)), no Additional Shares will be added to the Conversion Rate.


                                                                        
(iii)            If the Share
Price is less than $1.96 per share (subject to adjustment in the same manner and at the same time as the Share Prices pursuant
to Section 6.08(d)), no Additional Shares will be added to the Conversion Rate.


(f)               
If a Holder of Notes elects to convert its Notes prior to the Effective Date of any Make-Whole Fundamental Change, and the
Make-Whole Fundamental Change does not occur, such Holder shall not be entitled to an increased Conversion Rate in connection with
such conversion.


(g)               
The Company shall notify Holders of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing
such Effective Date no later than five Business Days after such Effective Date.






    	-62-



     

    

Section 6.09        
Taxes on Shares Issued.  Any issue of share certificates on conversions of Notes shall be made without charge
to the converting Holder for any documentary, transfer, stamp or any similar tax in respect of the issue thereof, and the Company
shall pay any and all documentary, stamp or similar issue or transfer taxes or duties that may be payable in respect of the issue
or delivery of shares of Common Stock on conversion of Notes pursuant hereto. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the issue and delivery of shares in any name other than
that of the Holder of any Notes converted, and the Company shall not be required to issue or deliver any such share certificate
unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


Section 6.10        
Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements.  The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of
Common Stock to provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming
that, at the time of the computation of such number of shares or securities, all such Notes would be held by a single Holder).


Before taking any action that would cause an adjustment increasing
the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares
of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally issue shares of such shares of Common Stock at such
adjusted Conversion Price.


The Company covenants that all shares of Common Stock that may
be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully
paid and non-assessable and shall be free from preemptive rights and free from any lien or adverse claim.


The Company shall use its reasonable efforts to list or cause
to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter
or other domestic market on which the Common Stock is then listed or quoted.


Section 6.11        
Responsibility of Trustee and Conversion Agent.  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 whether any facts exist which may require
any adjustment 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 Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any
Notes; 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
share certificates or other securities or property or cash upon the surrender of any Notes for the purpose of conversion, with
respect to Common Stock paid in connection with any Interest Payment Date, or to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article 6. 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 6.06 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 6.06 or to
any adjustment to be made with respect thereto, but, subject to the provisions of Section 10.01, may accept as conclusive evidence
of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.






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Section 6.12        
Notice to Holders Prior to Certain Actions.  In case:


(a)               
the Company shall declare a dividend (or any other distribution) on Common Stock that would require an adjustment in the
Conversion Rate pursuant to Section 6.05; or


(b)              
the Company shall authorize the granting to the holders of all or substantially all of the shares of Common Stock of options,
rights or warrants to subscribe for or purchase any share of any class or any other options, rights or warrants; or


(c)               
of any reclassification or reorganization of the Common Stock (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation
or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale,
lease or transfer of all or substantially all of the assets of the Company; or


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


then, in each case, the Company shall cause to be filed with the
Trustee and the Conversion Agent and to be mailed to each Holder at such Holder’s address appearing on the list of Holders
provided for in Section 3.06 of this Indenture, as promptly as practicable, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken,
the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution or rights are
to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer,
dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders
of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding
up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.


Section 6.13        
Shareholder Rights Plan.  Each share of Common Stock issued upon conversion of Notes pursuant to this Article
6, including in connection with an Early Conversion Payment, shall be entitled to receive the appropriate number of rights, if
any, and the certificates representing the shares of Common Stock issued upon such conversion shall bear such legends, if any,
in each case as may be provided by the terms of any current or subsequent shareholder rights agreement adopted by the Company,
as any such agreement may be amended from time to time. Notwithstanding the foregoing, if prior to any conversion such rights have
separated from the Common Stock in accordance with the provisions of the applicable shareholder rights agreement, the Conversion
Rate shall be adjusted at the time of separation as if the Company had distributed, to all holders of the Common Stock, Distributed
Property as described in Section 6.03(c) above, subject to readjustment in the event of the expiration, termination or redemption
of such rights.






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Section 6.14        
Company Determination Final.  Any determination that the Company or its Board of Directors must make pursuant
to this Article 6 shall be conclusive if made in good faith and in accordance with the provisions of this Article 6, absent manifest
error, and set forth in a Board Resolution.


ARTICLE 7.

PURCHASE AT OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE


Section 7.01        
Purchase at Option of Holders upon a Fundamental Change. 


(a)               
Generally. If a Fundamental Change occurs at any time prior to the Maturity Date of the Notes, then each Holder shall
have the right, at such Holder’s option, to require the Company to purchase any or all of such Holder’s Notes or any
portion thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, on a date specified by the Company
that is no earlier than the 15th and not later than the 35th calendar day following the date of the Fundamental Change Company
Notice, subject to extension to comply with applicable law (the “Fundamental Change Purchase Date”), at a purchase
price in cash equal to 100% of the Principal Amount thereof, together with accrued and unpaid interest thereon to, but excluding,
the Fundamental Change Purchase Date or, in the case of a Default by the Company in the payment of the Fundamental Change Purchase
Price with respect to such Notes, the day on which such Default is no longer continuing (the “Fundamental Change Purchase
Price”); provided, however, if the Fundamental Change Purchase Date occurs after a Regular Record Date
and on or prior to the Interest Payment Date to which it relates, the Company will pay accrued and unpaid interest to the Holder
of record on such Regular Record Date, subject to DTC’s applicable procedures, and the Fundamental Change Purchase Price
will be equal to 100% of the Principal Amount of the Notes to be purchased.


Purchases of Notes under this Section 7.01 shall be made, at the
option of the Holder thereof upon:


                                                                            
(i)            delivery to the
Paying Agent of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on
the reverse of the Notes on or prior to the Business Day immediately preceding the Fundamental Change Purchase Date, subject to
extension to comply with applicable law, which must specify:


(A)             
if the Notes are Physical Notes, the certificate numbers of the Holder’s Notes to be delivered for purchase;


(B)             
the portion of the Principal Amount of the Holder’s Notes to be purchased, which must be $1,000 or an integral multiple
in excess thereof; and


(C)             
that the Holder’s Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and
this Indenture; and


                                                                          
(ii)            delivery or
book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) (together with all necessary endorsements)
at any time on or prior to the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extension to
comply with applicable law, at the applicable Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company),
such delivery being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor; provided that
such Fundamental Change Purchase Price shall be so paid pursuant to this Section 7.01 only if the Notes so delivered to the Trustee
(or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Fundamental
Change Purchase Notice;






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provided that, if such Holder’s Notes are not Physical
Notes, such Holder must comply with the Applicable Procedures.


Any purchase by the Company contemplated pursuant to the provisions
of this Section 7.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder
promptly following the later of the Fundamental Change Purchase Date or the time of the book-entry transfer or delivery of the
Notes.


Notwithstanding anything herein to the contrary, any Holder delivering
to the Trustee (or other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by this Section
7.01 shall have the right to withdraw such Fundamental Change Purchase Notice (in whole or in part) at any time prior to the Close
of Business on (i) the Business Day prior to the Fundamental Change Purchase Date or (ii) in the case of a Default by
the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes, the Business Day immediately preceding
the day on which such Default is no longer continuing, in either case, by delivery of a written notice of withdrawal to the Trustee
(or other Paying Agent appointed by the Company) in accordance with Section 7.03 below.


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


(b)              
Fundamental Change Company Notice. On or before the 20th day after the occurrence of a Fundamental Change, the Company
shall provide to all Holders of record of the Notes and the Trustee and Paying Agent a notice (the “Fundamental Change
Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders
arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Fundamental Change Company
Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation
in The City of New York or publish such information on the Company’s website or through such other public medium as the Company
may use at such time.


Each Fundamental Change Company Notice will specify:


                                                                            
(i)            the events causing
the Fundamental Change;


                                                                          
(ii)            the date of
the Fundamental Change;


                                                                        
(iii)            the last date
on which a Holder may exercise the purchase right;


                                                                        
(iv)            the Fundamental
Change Purchase Price;


                                                                          
(v)            the Fundamental
Change Purchase Date;


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



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


                                                                    
(viii)            if applicable,
that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only
if the Holder withdraws the Fundamental Change Purchase Notice in accordance with Section 7.03; and


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


No failure of the Company to give the foregoing notices and no
defect therein shall limit any Holder’s purchase rights or affect the validity of the proceedings for the purchase of the
Notes pursuant to this Section 7.01.


(c)               
No Payment During an Acceleration. Notwithstanding the foregoing, no Notes may be purchased by the Company at the
option of the Holders pursuant to this Section 7.01 if the Principal Amount of the Notes has been accelerated, and such acceleration
has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from
a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes).


(d)              
Payment of Fundamental Change Purchase Price. The Notes to be purchased pursuant to this Section 7.01 shall be paid
for in cash.


Section 7.02        
Effect of Fundamental Change Purchase Notice.  Upon receipt by the Paying Agent of the Fundamental Change Purchase
Notice specified in Section 7.01(a), the Holder of the Note in respect of which such Fundamental Change Purchase Notice was given
shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in Section 7.03) thereafter be entitled to receive
solely the Fundamental Change Purchase Price with respect to such Note. Such Fundamental Change Purchase Price shall be payable
to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided
the conditions in Section 7.01(a) have been satisfied) and (y) the time of delivery or book-entry transfer of such Note to
the Paying Agent by the Holder thereof in the manner required by Section 7.01(a).


Section 7.03        
Withdrawal of Fundamental Change Purchase Notice. 


(a)               
A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered
to the Paying Agent in accordance with the Fundamental Change Company Notice prior to the Close of Business on (i) the Business
Day immediately preceding the relevant Fundamental Change Purchase Date or (ii) in the case of a Default by the Company in
the payment of the Fundamental Change Purchase Price with respect to such Notes, the Business Day immediately preceding the day
on which such Default is no longer continuing, specifying:


                                                                            
(i)            the Principal
Amount of the withdrawn Notes;


                                                                          
(ii)            if the Notes
are Physical Notes, the certificate numbers of the withdrawn Notes; and



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(iii)            the Principal
Amount, if any, of such Notes that remains subject to the original Fundamental Change Purchase Notice, which must be $1,000 or
an integral multiple of $1,000 in excess thereof;


provided that, if such Holder’s Notes are not Physical
Notes, such Holder must comply with the Applicable Procedures.


Section 7.04        
Deposit of Fundamental Change Purchase Price.  Prior to 10:00 a.m. (local time in The City of New York) on the
Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate
of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price, of all the Notes or
portions thereof that are to be purchased as of the Fundamental Change Purchase Date. The Company shall promptly notify the Trustee
in writing of the amount of any deposits of cash made pursuant to this Section 7.04. If the Paying Agent holds money sufficient
to pay the Fundamental Change Purchase Price of any Note surrendered for purchase and not withdrawn in accordance with this Indenture
as of the Close of Business on the Fundamental Change Purchase Date, then immediately following the Close of Business on the Fundamental
Change Purchase Date, (a) any such Note will cease to be outstanding and interest will cease to accrue thereon on the Fundamental
Change Purchase Date (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the
Paying Agent) and (b) all other rights of the Holder in respect thereof will terminate (other than the right to receive the
Fundamental Change Purchase Price and previously accrued and unpaid interest (including Additional Interest, if any) upon delivery
or book-entry transfer of such Note).


Section 7.05        
Notes Purchased in Whole or in Part.  Any Note that is to be purchased, whether in whole or in part, shall be
surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder
of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate
Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Note so surrendered which is not purchased.


Section 7.06        
Covenant to Comply With Securities Laws upon Purchase of Notes.  In connection with any offer to purchase Notes
under Section 7.01, the Company shall, if required, comply with the provisions of the tender offer rules under the Exchange Act
that may then be applicable, file a Schedule TO or any other required schedule under the Exchange Act and otherwise comply
with all federal and state securities laws.


Section 7.07        
Repayment to the Company.  Subject to the requirements of any applicable abandoned property laws, regardless
of who acts as Paying Agent, the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest,
if any, thereon, held by them for the payment of the Fundamental Change Purchase Price; provided that to the extent that the aggregate
amount of cash deposited by the Company pursuant to Section 7.04 exceeds the aggregate Fundamental Change Purchase Price of the
Notes or portions thereof which the Company is obligated to purchase as of the Fundamental Change Purchase Date, then as soon as
practicable following the Fundamental Change Purchase Date, the Paying Agent shall return any such excess to the Company.






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ARTICLE 8.

EVENTS OF DEFAULT; REMEDIES


Section 8.01        
Events of Default.  “Event of Default,” wherever used herein, means any one of the following
events (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):


(a)               
default by the Company in any payment of interest on any Notes when due and payable and such default continues for a period
of thirty (30) days;


(b)              
default by the Company in the payment of the Principal Amount of any Note when due and payable on the Maturity Date, upon
required purchase in connection with a Fundamental Change, upon declaration of acceleration or otherwise;


(c)               
failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise
of a Holder’s conversion right, including the delivery of shares of Common Stock and Early Conversion Payment, if applicable,
and such failure continues for a period of three Business Days;


(d)              
failure by the Company to provide the Fundamental Change Company Notice to Holders required pursuant to Section 7.01(b)
hereof when due, and such failure continues for five Business Days;


(e)               
failure by the Company to comply with its obligations under Article 9 hereof;


(f)               
failure by the Company in the performance of any other covenant or agreement of the Company in the Notes or in this Indenture
that continues for a period of 60 days after receipt by the Company of a Notice of Default;


(g)               
default by the Company or any Subsidiary of the Company with respect to any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed (or the payment of which
is guaranteed by the Company or any of its Subsidiaries), whether such indebtedness or guarantee now exists, or will hereafter
be created, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such indebtedness prior
to the expiration of the grace period provided in such indebtedness on the date of such default or (ii) results in the acceleration
of such indebtedness prior to its express maturity, and in each case in clause (i) or (ii), the principal amount of any such indebtedness,
together with the principal amount of any other such indebtedness that has not been paid when due, or the maturity of which has
been so accelerated, aggregates $10,000,000 or more;


(h)              
a final judgment for the payment of $10,000,000 or more (excluding any amounts covered by insurance or bond) rendered against
the Company or any Subsidiary of the Company by a court of competent jurisdiction, which judgment is not discharged, stayed, vacated,
paid or otherwise satisfied within 30 days after (i) the date on which the right to appeal thereof has expired if no such
appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;






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(i)                
the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company
or any Significant Subsidiary of the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law, (ii) a decree or order adjudging the Company or a Significant Subsidiary
of the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company or any Significant Subsidiary of the Company under any applicable federal, state
or foreign law or (iii) appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of a Significant Subsidiary of the Company of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; and


(j)                
the commencement by the Company or by a Significant Subsidiary of the Company of a voluntary case or proceeding under any
applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the
Company or of a Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable federal, state
or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of a Significant
Subsidiary of the Company or of any substantial part of such entity’s property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or by a Significant Subsidiary of the Company in furtherance of any such action.


The Trustee will not be charged with knowledge of any fact, Default
or Event of Default unless either (1) a Trust Officer has actual knowledge of such fact, Default or Event of Default or (ii) written
notice thereof will have be given to a Trust Officer at the Corporate Trust Office of the Trustee by the Company or any Holders
of not less than 25% in aggregate Principal Amount of the outstanding Notes.


Section 8.02        
Acceleration of Maturity: Waiver of Past Defaults and Rescission. 


(a)               
If an Event of Default (other than those specified in Section 8.01(i) and Section 8.01(j) involving the Company, and as
otherwise provided in Section 8.03) occurs and is continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate Principal Amount of the outstanding Notes may, and the Trustee at the request of such Holders will, declare
100% of the Principal Amount plus accrued and unpaid interest on all the outstanding Notes to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such Principal Amount
plus accrued and unpaid interest shall become immediately due and payable.






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Notwithstanding the foregoing, in the case of an Event of Default
specified in Section 8.01(i) or Section 8.01(j) with respect to the Company (but not with respect to any Significant Subsidiary
of the Company or any group of Subsidiaries of the Company that, in the aggregate, would constitute a Significant Subsidiary of
the Company), 100% of the Principal Amount plus accrued and unpaid interest on all outstanding Notes will automatically
become due and payable without any declaration or other act on the part of the Trustee or any Holder.


(b)              
The Holders of a majority in aggregate Principal Amount of the outstanding Notes, by written notice to the Company and the
Trustee, may (x) waive any past Default and its consequences and (y) at any time after a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this
Article 8 provided, rescind any such acceleration with respect to the Notes and its consequences, except, in each case, with respect
to a Default described in Section 8.01(a), Section 8.01(b) or Section 8.01(c), or in respect of a covenant or provision hereof
which under Article 13 cannot be modified or amended without the consent of the Holder of each outstanding Note affected,
if:


                                                                            
(i)            such rescission
will not conflict with any judgment or decree of a court of competent jurisdiction; and


                                                                          
(ii)            all existing
Events of Default have been cured or waived.


Upon any such waiver, the Default which has been waived shall
cease to exist and any Event of Default arising therefrom shall be deemed to have been cured, for every other purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent.


No such rescission shall affect any subsequent default or impair
any right consequent thereon.


Section 8.03        
Additional Interest. 


(a)               
If, at any time during the six-month period beginning on, and including, the Original Issuance Date, the Company fails to
timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports
on Form 8-K), or the Notes (other than Affiliate Notes) are not otherwise Freely Tradable (as a result of restrictions pursuant
to U.S. securities law or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes which
shall accrue at the rate of 0.50% per annum of the Principal Amount of Notes outstanding for each day during such period for which
the Company’s failure to file has occurred and is continuing or for which the Notes are not Freely Tradable (ending on the
date that is one year from the Original Issuance Date).


Further, if, and for so long as, the Restrictive Notes Legend
has not been removed from the Notes (other than Affiliate Notes), the Notes are assigned a restricted CUSIP number or the Notes
are not otherwise Freely Tradable as of the 375th day after the Original Issuance Date, the Company shall pay Additional Interest
on the Notes. Such Additional Interest will accrue on the Notes at the rate of 0.50% per annum of the Principal Amount of Notes
outstanding until the Restrictive Notes Legend has been removed in accordance with Section 3.08, the Notes are assigned an
unrestricted CUSIP number and the Notes are Freely Tradable.






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Notwithstanding anything to the contrary in this Indenture, in
no event shall the aggregate amount of Additional Interest payable pursuant to this Section 8.03(a),Section 8.03(b) hereof and
Section 2(c) of the Registration Rights Agreement exceed 0.50% per annum


The obligations of the Company pursuant to this Section 8.03(a)
are separate and distinct from, and in addition to, the obligations of the Company pursuant to Section 8.03(b), subject to proviso
to the first paragraph of this Section 8.03(a). Any Additional Interest payable pursuant to this Section 8.03(a) will be payable
in arrears on each Interest Payment Date following accrual in the same manner as ordinary interest is payable pursuant to Section 2.03.
The Company shall notify the Trustee and the Holders in writing of any Additional Interest due under Section 8.03 (a) at least
15 days prior to each Interest Payment Date, as applicable.


(b)              
Notwithstanding anything to the contrary in this Indenture, if so elected by the Company, the sole remedy for an Event of
Default relating to the failure to comply with Section 4.08 hereof will (i) for the first 180 days after the occurrence
of such an Event of Default (which, for the avoidance of doubt, will not occur until the Notice of Default has been provided, and
the related 60-day period has passed) consist exclusively of the right to receive Additional Interest on the Notes at an annual
rate equal to 0.25% of the Principal Amount of outstanding Notes and (ii) from the 181st day until the 360th day following
the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at an annual
rate equal to 0.50% of the Principal Amount of outstanding Notes. The Additional Interest payable pursuant to this Section 8.03(b)
will be in addition to any Additional Interest that may accrue pursuant to Section 8.03(a) (subject to the proviso to the first
paragraph of such Section). If the Company so elects, the Additional Interest payable under this Section 8.03(b) will be payable
on all outstanding Notes from and including the date on which such Event of Default first occurs to, but excluding, the 360th day
thereafter, or such earlier date on which such Event of Default has been cured or waived or ceases to exist. On the 361st day after
such Event of Default, if such Event of Default has not been cured or waived prior to such 361st day, Additional Interest payable
pursuant to this Section 8.03(b) will cease to accrue and the Notes will be subject to acceleration as provided in Section 8.02.
In the event the Company does not elect to pay the Additional Interest payable pursuant to this Section 8.03(b) upon an Event of
Default in accordance with this paragraph, the Notes will be subject to acceleration as provided in Section 8.02. Any Additional
Interest payable pursuant to this Section 8.03(b) will be payable in arrears on each Interest Payment Date following accrual in
the same manner as ordinary interest is payable pursuant to Section 2.03, except that payment shall be in cash on the final
Interest Payment Date.


In order to elect to pay the Additional Interest payable pursuant
to this Section 8.03(b) as the sole remedy during the first 360 days after the occurrence of an Event of Default relating to the
failure to comply with Section 4.08 in accordance with the immediately preceding paragraph, the Company must notify all Holders,
the Trustee and Paying Agent in writing of such election on or before the Close of Business on the date on which such Event of
Default first occurs (which, for the avoidance of doubt, will not occur until the Notice of Default has been provided, and the
related 60-day period has passed). Upon the failure to timely give all Holders, the Trustee and Paying Agent such notice, the Notes
will be immediately subject to acceleration as provided in Section 8.02. For avoidance of doubt, the Trustee shall send the Notice
of Default under this Section 8.03(b) only if it is directed to do so by the Holders in accordance with this Indenture.


Section 8.04        
Collection of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if a Default is
made in the payment of the Principal Amount plus accrued and unpaid interest on the Maturity Date therefor or in the payment of
the Fundamental Change Purchase Price in respect of any Note, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Notes, the whole amount then due and payable on such Notes, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.






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If an Event of Default occurs and is continuing, the Trustee may,
but shall not be obligated to, pursue any available remedy to collect the payment of the Principal Amount plus accrued but unpaid
interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a
proceeding even if the Trustee does not possess any of the Notes or does not produce any of the Notes in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy.
All available remedies are cumulative.


Section 8.05        
Trustee May File Proofs of Claim.  In case of any judicial proceeding relative to the Company (or any other
obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under this Indenture and applicable law in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 10.07.


No provision of this Indenture 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 the Notes 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.


Section 8.06        
Application of Money Collected.  Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money to Holders, upon
presentation of the Notes and the notation thereon of 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
10.07;


SECOND: To the payment of the amounts then due and unpaid on the
Notes for the Principal Amount, Fundamental Change Purchase Price or interest (including Additional Interest, if any) as the case
may be, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Notes; and


THIRD: To the payment of the remainder, if any, to the Company
or any other Person lawfully entitled thereto.






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Section 8.07        
Limitation on Suits.  No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder
(other than in the case of an Event of Default specified in Section 8.01(a), Section 8.01(b) or Section 8.01(c)) unless:


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


                                                                          
(ii)            the Holder or
Holders of not less than 25% in aggregate Principal Amount of the outstanding Notes shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


                                                                        
(iii)            such Holder
or Holders have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


                                                                        
(iv)            the Trustee
for 60 days after its receipt of such request and offer of security or indemnity has failed to institute any such proceeding; and


                                                                          
(v)            no direction,
in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-day period by
the Holders of a majority in aggregate Principal Amount of the outstanding Notes;


it being understood and intended that no one or more Holders shall
have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the
Holders.


Section 8.08        
Unconditional Right of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the Principal Amount (including the Fundamental Change Purchase Price or interest in
respect of the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or any Fundamental Change
Purchase Date or otherwise, as applicable), any accrued and unpaid interest (including Additional Interest, if any) and to convert
the Notes in accordance with Article 6 (including the receipt of the Early Conversion Payment), or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert, shall not be impaired or affected without the consent
of such Holder.


Section 8.09        
Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


Section 8.10        
Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 3.07, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.






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Section 8.11        
Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder of any Note to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


Section 8.12        
Control by Holders.  The Holders of a majority in aggregate Principal Amount of the outstanding Notes may direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, if an Event of Default has occurred and is continuing, the Trustee will be required in the exercise
of its powers to use the degree of care and skill that a prudent person would use under the circumstances in the conduct of its
own affairs. Furthermore, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal
liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification or security satisfactory
to it against all losses, liability and expenses caused by taking or not taking such action.


Section 8.13        
Undertaking for Costs.  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, in either case in respect of the Notes, a court may
require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess costs, including
attorney’s fees and expenses, against any party litigant in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant; but the provisions of this Section 8.13 shall not apply to any suit instituted by
the Company, 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 outstanding Notes, or to any suit instituted by any Holder for the enforcement of the
payment of the Principal Amount on any Note on or after the Maturity Date of such Note or the Fundamental Change Purchase Date.


Section 8.14        
Violations of Certain Covenants.  A violation of Section 4.08 or any other covenant or agreement in this
Indenture that expressly provides that a violation of such covenant or agreement shall not constitute an Event of Default may only
be enforced by the Trustee by instituting a legal proceeding against the Company for enforcement of such covenant or agreement.


ARTICLE
9.

MERGER, CONSOLIDATION OR SALE OF ASSETS


Section 9.01        
Company May Consolidate, etc., only on Certain Terms. The Company shall not, in a single transaction or through a
series of related transactions, consolidate or merge with or into any other Person, or, directly or indirectly, sell, convey, transfer,
lease or otherwise dispose of all or substantially all of Company’s assets to another Person or group of affiliated Persons,
except that the Company may consolidate or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its assets to another Person if:



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(i)            the Company is
the surviving Person or the resulting, surviving, transferee or successor Person (the “Successor Company”) (if
other than the Company) is a corporation organized and existing under the laws of the United States of America, any State of the
United States of America or the District of Columbia and such Successor Company (if not the Company) expressly assumes by an indenture
supplemental hereto all obligations of the Company under this Indenture, including payment of the Principal Amount and interest
on the Notes, and the performance and observance of all of the covenants and conditions of this Indenture to be performed by the
Company, and expressly assumes by a supplement all obligations of the Company under the Registration Rights Agreement, and the
performance and observance of all of the covenants and conditions of the Registration Rights Agreement to be performed by the Company;


                                                                          
(ii)            immediately
after giving effect to such transaction, no Default under this Indenture has occurred and is continuing;


                                                                        
(iii)            if, upon the
occurrence of any such consolidation, merger, sale, conveyance, transfer, lease or other disposal, (x) the Notes would become
convertible pursuant to the terms of this Indenture into securities issued by an issuer other than the Successor Company, and (y) such
Successor Company is a wholly owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such
other issuer will fully and unconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes;
and


                                                                        
(iv)            the Company
shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such consolidation, merger,
sale, conveyance, transfer lease or other disposal and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture, comply with this Article 9 and that all conditions precedent herein provided for relating to
such transaction have been satisfied.


Section 9.02        
Successor Substituted.  Upon any consolidation of the Company with, or merger of the Company into, any other
Person or any sale, conveyance, transfer, lease or other disposal of all or substantially all of the Company’s assets to
another Person in accordance with Section 9.01, the Successor Company formed by such consolidation or into which the Company
is merged or to which such sale, conveyance, transfer, lease or other disposal is made will succeed to, and may exercise every
right and power of, the Company under this Indenture and the Registration Rights Agreement with the same effect as if such Successor
Company had been named as the Company herein and therein, and thereafter. If the predecessor is still in existence after such transaction,
it will be released from its obligations and covenants under this Indenture, the Registration Rights Agreement and the Notes, except
in the case of a lease of all or substantially all of its properties and assets.


ARTICLE 10.

THE TRUSTEE


Section 10.01    
Duties and Responsibilities of Trustee. 


(a)               
The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event
of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs.






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


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


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


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


                                                                          
(ii)            the Trustee
shall not be liable for any error of judgment made in good faith by a Trust Officer or Officers of the Trustee, unless the Trustee
was negligent in ascertaining the pertinent facts;


                                                                        
(iii)            the Trustee
shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written
direction of the Holders of not less than a majority in Principal Amount of the Notes at the time outstanding determined as provided
in Section 1.04 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;


                                                                        
(iv)            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;


                                                                          
(v)            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-Registrar with respect to
the Notes;


                                                                        
(vi)            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;


                                                                      
(vii)             The Trustee
shall have no responsibility with respect to any information, statement or recital in any private placement memorandum or other
disclosure material prepared or distributed with respect to the Notes or for compliance with any securities laws in connection
with the issuance, sale, or conversion of the Notes, which shall be the sole responsibility of the Company;



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


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


                                                                          
(x)            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, if there is reasonable ground for believing that the repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it.


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


Section 10.02    
Notice of Defaults.  The Trustee shall give the Holders notice of any Default of which the Trustee has actual
knowledge or is deemed to have notice under Section 10.03(i) within 90 days after the occurrence thereof so long as such Default
is continuing; provided, that (except in the case of any Default in the payment of Principal Amount of, or interest on,
any of the Notes or Fundamental Change Purchase Price or a default in the delivery of the consideration due upon conversion), the
Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Notes.


Section 10.03    
Reliance on Documents, Opinions, Etc.  Except as otherwise provided in Section 10.01:


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


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


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






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


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


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


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


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


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


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


Section 10.04    
No Responsibility for Recitals, Etc.  The recitals contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes.
The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated
and delivered by the Trustee in conformity with the provisions of this Indenture.


Section 10.05    
Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes.  The Trustee, any Paying Agent, any
Conversion Agent or 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 Trustee, Paying Agent, Conversion Agent or Registrar.






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Section 10.06    
Monies to be Held in Trust.  Subject to the provisions of Section 12.04, all monies and properties received
by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed in writing from
time to time by the Company and the Trustee.


Section 10.07    
Compensation and Expenses of Trustee.  The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for
all expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the compensation and the expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Company
also covenants to indemnify the Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture
and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, claim or expense
incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agent or
authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust
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 10.07 to compensate or indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes.
The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture and the resignation
or removal of the Trustee.


When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section 8.01(i) or Section 8.01(j) with respect to the Company
occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws.


Section 10.08    
Officers’ Certificate as Evidence.  Except as otherwise provided in Section 10.01, 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 negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee.


Section 10.09    
Conflicting Interests of Trustee.  If the Trustee has or shall acquire a conflicting interest within the meaning
of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, this Indenture.






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Section 10.10    
Eligibility of Trustee.  There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 (or if such Person
is a member of a bank holding company system, its bank holding company shall have a combined capital and surplus of at least $50,000,000).
If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section 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 10.10, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


Section 10.11    
Resignation or Removal of Trustee. 


(a)               
The Trustee may at any time resign by giving written notice of such resignation to the Company and to the Holders of Notes.
Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment 60 days after the
mailing of such notice of resignation to the Holders, the resigning Trustee may, upon 10 Business Days’ notice to the Company
and the Holders, appoint a successor identified in such notice or may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor trustee, or, if any Holder who has been a bona fide Holder of a Note or Notes for
at least six (6) months may, subject to the provisions of Section 8.13, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.


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


                                                                            
(i)            the Trustee shall
fail to comply with Section 10.09 after written request therefor by the Company or by any Holder who has been a bona fide Holder
of a Note or Notes for at least six (6) months; or


                                                                          
(ii)            the Trustee
shall cease to be eligible in accordance with the provisions of Section 10.10 and shall fail to resign after written request therefor
by the Company or by any such Holder; or


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


then, in any such case, the Company may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 8.13,
any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
trustee; provided, however, that if no successor Trustee shall have been appointed and have accepted appointment sixty (60)
days after either the Company or the Holders has removed the Trustee, the Trustee so removed may petition at its own expense any
court of competent jurisdiction for an appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.






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(c)               
The Holders of a majority in aggregate Principal Amount of the Notes at the time outstanding may at any time remove the
Trustee and nominate a successor trustee which shall be deemed appointed as successor trustee unless, within 10 days after notice
to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any Holder, or if such
Trustee so removed or any Holder fails to act, the Company, upon the terms and conditions and otherwise as in Section 10.11(a)
provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.


(d)              
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section 8.11 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.12.


Section 10.12    
Acceptance by Successor Trustee.  Any successor trustee appointed as provided in Section 10.11 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amount then due it pursuant to the provisions of Section 10.07,
execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to
act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property and funds held or collected by such trustee as such, except for funds held in trust for the benefit
of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 10.07. The obligation of
the Company under Section 10.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee.


No successor trustee shall accept appointment as provided in this
Section 10.12 unless, at the time of such acceptance, such successor trustee shall be qualified under the provisions of Section
10.09 and be eligible under the provisions of Section 10.10.


Upon acceptance of appointment by a successor trustee as provided
in this Section 10.12, the Company (or the former trustee, at the written direction of the Company) shall mail or cause to be mailed
notice of the succession of such trustee hereunder to the Holders of Notes at their addresses as they shall appear on the Register.
If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.


Section 10.13    
Succession by Merger, Etc.  Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including any
trust created by this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that in the case of any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, such corporation shall be qualified under the provisions of Section
10.09 and eligible under the provisions of Section 10.10.






    	-82-



     

    

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


Section 10.14    
Preferential Collection of Claims.  If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of the claims against the Company (or any such other obligor).


Section 10.15    
Trustee’s Application for Instructions from the Company.  Any application by the Trustee for written instructions
from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects
the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken
or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance
with a proposal included in such application on or after the date specified in such application (which date shall not be less than
three (3) Business Days after the date any officer of the Company actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an
omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken
or omitted.


ARTICLE 11.

HOLDERS’ LISTS AND REPORTS BY TRUSTEE


Section 11.01    
Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be furnished
to the Trustee:


                                                                            
(i)            semiannually,
not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and


                                                                          
(ii)            at such other
times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list is furnished;


excluding from any such list names and addresses received
by the Trustee in its capacity as Registrar; provided, however, that no such list need be furnished so long as the Trustee
is acting as Registrar.






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Section 11.02    
Preservation of Information; Communications to Holders


(a)               
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 11.01 and the names and addresses of Holders received
by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 11.01
upon receipt of a new list so furnished.


(b)              
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes,
and the corresponding rights and duties of the Trustee, shall be as provided under applicable law.


(c)               
Every Holder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to applicable law.


Section 11.03    
Reports By Trustee.  Within 60 days after each April 15 beginning with April 15, 2016 and for so long as Notes
remain outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to this Indenture at the times and in the manner provided pursuant thereto.


(a)               
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange,
if any, upon which the Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when the
Notes are listed on any stock exchange or of any delisting thereof.


ARTICLE 12.

SATISFACTION AND DISCHARGE


Section 12.01    
Discharge of Indenture.  When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore
authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other
Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled
or delivered to the Trustee for cancellation shall have become due and payable, and the Company shall deposit with the Trustee,
in trust, cash or shares of Common Stock (in the case of any conversion) sufficient to pay on the Maturity Date, upon any Fundamental
Change Date or upon any conversion (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu
of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered
to the Trustee for cancellation, including principal and interest or shares of Common Stock and Early Conversion Payment, if applicable
(in the case of any conversion) due to such Maturity Date, Fundamental Change Purchase Date or upon conversion, as the case may
be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant
or other financial professional satisfactory to the Trustee, and if the Company shall also pay or deliver or cause to be paid or
delivered all other sums payable or deliverable hereunder by the Company, then this Indenture shall cease to be of further effect
(except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights
hereunder of Holders to receive payments of principal of and interest or (in the case of any conversion) shares of Common Stock
and Early Conversion Payment, if applicable, on, the Notes and the other rights, duties and obligations of Holders, as beneficiaries
hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities
of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and
an Opinion of Counsel as required by Section 1.02 and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The obligation of the
Company under Section 10.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee.






    	-84-



     

    

Section 12.02    
Deposited Monies to be Held in Trust by Trustee.  Subject to Section 12.04, all monies and shares of Common
Stock deposited with the Trustee pursuant to Section 12.01 shall be held in trust for the sole benefit of the Holders, and such
monies and shares of Common Stock shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including
the Company if acting as its own Paying Agent), to the Holders of the particular Notes for the payment or delivery upon conversion
thereof have been deposited with the Trustee, of all sums and amounts due thereon for principal and interest or upon conversion.


Section 12.03    
Paying Agent to Repay Monies Held.  Upon the satisfaction and discharge of this Indenture, all monies then held
by any Paying Agent of the Notes (other than the Trustee) shall, upon written request of the Company, be repaid to it or paid to
the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such Monies.


Section 12.04    
Return of Unclaimed Monies.  Subject to the requirements of applicable abandoned property laws, any monies or
shares of Common Stock deposited with or paid to the Trustee for payment of the principal of or interest on Notes and not applied
but remaining unclaimed by the Holders of Notes for two years after the date upon which the principal of or interest on such Notes
or shares of Common Stock, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee
on demand and all liability of the Trustee shall thereupon cease with respect to such monies or shares of Common Stock; and the
Holder of any of the Notes shall thereafter look only to the Company for any payment or delivery that such Holder may be entitled
to collect unless an applicable abandoned property law designates another Person.


Section 12.05    
Reinstatement.  If the Trustee or the Paying Agent is unable to apply any money or shares of Common Stock in
accordance with Section 12.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 12.01 until such time as the Trustee or the Paying Agent is
permitted to apply all such money or shares of Common Stock in accordance with Section 12.02; provided, however, that if
the Company makes any payment of interest on or principal of any Note or delivery of shares of Common Stock due upon conversion
following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the money, or delivery from the shares of Common Stock, as the case may be, held by the Trustee or Paying Agent.






    	-85-



     

    

ARTICLE 13.

SUPPLEMENTAL INDENTURES


Section 13.01    
Supplemental Indentures without Consent of Holders.  Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee, for any of the following purposes:


                                                                            
(i)            to cure any ambiguity,
omission, defect or inconsistency, as determined in good faith by the Company and evidenced in an Officers’ Certificate;


                                                                          
(ii)            to provide for
the assumption by a Successor Company of the obligations of the Company contained herein;


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


                                                                        
(iv)            to secure the
Notes;


                                                                          
(v)            to add to the
covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;


                                                                        
(vi)            make any change
that does not adversely affect the rights of any Holder, as determined in good faith by the Company and evidenced in an Officers’
Certificate;


                                                                      
(vii)            increase the
Conversion Rate as provided herein;


                                                                    
(viii)            provide for
the acceptance of appointment by a successor trustee or facilitate the administration of the trust under this Indenture by more
than one trustee; or


                                                                        
(ix)            to conform the
provisions of this Indenture to the “Description of Notes” section in the Private Placement Memorandum, as evidenced
in an Officers’ Certificate.


Section 13.02    
Supplemental Indentures with Consent of Holders.  With the consent of the Holders of not less than a majority
in Principal Amount of the outstanding Notes, including, without limitation, consents obtained in connection with a purchase of,
or tender offer or exchange offer for, Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Note affected thereby, among other things:


                                                                            
(i)            reduce the percentage
in Principal Amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past default;



    	-86-



     

    




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


                                                                        
(iii)            reduce the
Principal Amount of, or extend the Maturity Date of, any Note;


                                                                        
(iv)            make any change
that impairs or adversely affects the conversion rights of any Note as determined in good faith by the Company;


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


                                                                        
(vi)            make any Note
payable in a currency other than that stated in the Notes;


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


                                                                    
(viii)            change the
ranking of the Notes; or


                                                                        
(ix)            modify any of
the provisions of this Section 13.02 or Section 8.02(b).


In addition, the limitations in Section 4.13 hereof may not be
amended or waived without the prior consent of the Holders of at least two-thirds of the aggregate principal amount of Notes then
outstanding. If the Company seeks consent to any waiver of any of the limitations in Section 4.13, each Holder that does not respond
within 10 business days of the Company’s distribution of such request to Holders in accordance with Section 14.01, will be
deemed to have consented to the waiver. This paragraph shall only apply to Section 4.13 and the Trustee shall not be responsible
for seeking any such consent or waiver on behalf of the Company.  Additionally, the Trustee shall be entitled to conclusively
rely on the consents, Acts of Holders and calculations delivered by the Company to the Trustee.


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


Section 13.03    
Execution of Supplemental Indentures.  In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article 13 or the modifications thereby of the trusts created by this Indenture, the Trustee shall
be provided with, and (subject to Section 10.01) shall be fully protected in conclusively relying upon, in addition to the documents
required by Section 1.02, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance
with its terms. Subject to the preceding sentence, the Trustee shall sign such supplemental indenture if the same does not adversely
affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.






    	-87-



     

    

Section 13.04    
Effect of Supplemental Indentures.  Upon the execution of any supplemental indenture under this Article 13,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


Section 13.05    
Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 13 shall bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for outstanding Notes.


Section 13.06    
Notice to Holders of Supplemental Indentures.  The Company shall cause notice of the execution of any supplemental
indenture to be delivered to each Holder, at such Holder’s address appearing on the Register provided for in this Indenture,
within 20 days after execution thereof. Failure to deliver such notice, or any defect in such notice, shall not impair or affect
the legality or validity of such supplemental indenture.


ARTICLE 14.

MISCELLANEOUS


Section 14.01    
Notices.  Any notice or communication shall be in writing (including telecopy promptly confirmed in writing)
and delivered in person or mailed by first-class mail addressed as follows:


if to the Company:


Amyris, Inc.


5885 Hollis Street, Suite 100


Emeryville, CA 94608


Attention: General Counsel


Facsimile: (510) 740-7416


with a copy to:


Fenwick & West LLP


801 California Street


Mountain View, CA 94041


Attention: Dan Winnike and David Michaels


Facsimile: (650) 938-5200


 






    	-88-



     

    

if to the Trustee:


Wells Fargo Bank, National Association


333 S. Grand Avenue, 5th Floor, Suite 5A


MAC: E2064-05A


Los Angeles, CA 90071


Attention: Corporate Trust, Amyris, Inc. Administrator


Facsimile: (213) 253-7598


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


Any notice or communication mailed to a registered Holder shall
be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.


Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon
receipt.


The Trustee agrees to accept and act upon facsimile transmission
of written instructions and/or directions pursuant to this Indenture given by the Company; provided, however, that
(i) the Company, subsequent to such facsimile transmission of written instructions and/or directions, shall provide the originally
executed instructions and/or directions to the Trustee in a timely manner and (ii) such originally executed instructions and/or
directions shall be signed by an authorized officer of the Company.


Section 14.02    
Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:


(a)               
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion
of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with; and


(b)              
if requested by the Trustee, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with.


Section 14.03    
When Notes Are Disregarded.  In determining whether the Holders of the required Principal Amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate of the Company shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be
so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.






    	-89-



     

    

Section 14.04    
Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by, or a meeting
of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.


Section 14.05    
Legal Holidays.  If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a Regular Record Date is a Legal Holiday,
the Regular Record Date shall not be affected. In any case where the Maturity Date or Fundamental Change Purchase Date, as the
case may be, of any Note is a Legal Holiday, then (notwithstanding any other provision of this Indenture or of the Notes) payment
of principal need not be made on such date, but may be made on the next succeeding day that is not a Legal Holiday, with the same
force and effect as if made on such Maturity Date or Fundamental Change Purchase Date, as the case may be.


Section 14.06    
Governing Law.  THIS INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


Section 14.07    
No Recourse against Others.  An incorporator, director, officer, employee, Affiliate or shareholder of the Company,
solely by reason of this status, shall not have any liability for any obligations of the Company under the Notes, this Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall
waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.


Section 14.08    
Successors.  All agreements of the Company in this Indenture and the Notes shall bind their respective successors.
All agreements of the Trustee in this Indenture shall bind its successors.


Section 14.09    
Multiple Originals.  The parties may sign any number of copies of this Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery
of an executed counterpart by facsimile or by electronic means shall be effective as delivery of a manually executed counterpart
thereof.


Section 14.10    
Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


Section 14.11    
Severability Clause.  In case any provision in this Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.


Section 14.12    
Calculations.  Except as otherwise provided herein, the Company (or its agents) will be responsible for making
all calculations called for under this Indenture or the Notes. These calculations include, but are not limited to, determinations
of the Last Reported Sale Price, VWAPs, the Exchange Cap, accrued interest payable on the Notes and the conversion rate of the
Notes. The Company (or its agents) will make all such calculations in good faith and, absent manifest error, its calculations will
be final and binding on Holders. The Company (or its agents) upon request will provide a schedule of its calculations to each of
the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy
of such calculations without independent verification. The Trustee will deliver a copy of such schedule to any Holder upon the
written request of such Holder.






    	-90-



     

    

Section 14.13    
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 AGREEMENT,
THE SECURITIES OR THE TRANSACTION CONTEMPLATED THEREBY.


Section 14.14    
Consent to Jurisdiction. 


(a)               
The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of any New York State court or federal court of the United States sitting in the State and City of New York, County and Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture
or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court sitting in the
State and City of New York, County and Borough of Manhattan or, to the extent permitted by law, in such federal court sitting in
the State and City of New York, County and Borough of Manhattan.


(b)              
The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action proceeding arising out of or relating to
this Indenture or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


Section 14.15    
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 or hardware) services;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


Section 14.16    
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 the page intentionally left blank]






    	-91-



     

    

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





	 	 	AMYRIS, INC.
	 	 	 
	 	 	By:	/s/ John Melo
	 	 	Name:	John Melo
	 	 	Title:	President and CEO
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Raffi Asadorian
	 	 	Name:	Raffi Asadorian
	 	 	Title:	Chief Financial Officer
	 	 	 
	 	[Trustee Signature Follows]	 






















    	-92-



     

    




	 	 	Wells Fargo Bank, National Association
	 	 	as Trustee
	 	 	 
	 	 	By:	/s/ Maddy Hughes
	 	 	Name:	Maddy Hughes
	 	 	Title:	Vice President












 






    	-93-



     

    

SCHEDULE A


Share Price





	
        Share
        Price

	
        Effective
        Date
	
        $1.96
	
        $2.25
	
        $2.50
	
        $2.75
	
        $3.00
	
        $3.50
	
        $4.00
	
        $5.00
	
        $7.50
	
        $10.00
	
        $15.00
	
        $20.00

	October
12, 2015	221.7036	190.5653	170.3337	153.5979	139.7281	118.0669	101.9336	79.5169	50.0699	35.7084	21.9543	15.5497
	October 15, 2016	196.0858	163.7725	145.9053	131.2812	119.2611	100.6324	86.8458	67.7587	42.6817	30.3933	18.5449	13.0272
	October 15, 2017	144.5615	111.6219	97.7823	86.9621	78.3853	65.5617	56.3515	43.8412	27.5274	19.4806	11.6157	7.9368
	October 15, 2018	92.6501	54.0237	42.0038	34.6471	29.9399	24.2113	20.6474	16.0639	10.1320	7.1750	4.2266	2.7870
	April 15, 2019	66.5484	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000







 


 

 






     


     

    

EXHIBIT A


[FORM OF RESTRICTED LEGEND]


THIS SECURITY AND THE SHARES OF COMMON STOCK 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 AMYRIS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:



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



		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT THAT COVERS RESALE THIS SECURITY,
OR



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



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



THE “RESALE RESTRICTION TERMINATION DATE” MEANS
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
PERMITTED BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; AND (2) SUCH OTHER DATE AS MAY BE REQUIRED BY APPLICABLE LAW.


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


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE
IMMEDIATELY PRECEDING NINETY DAYS MAY RESELL THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.






    	A-1



     

    

EXHIBIT B


[FORM OF FREE TRANSFERABILITY CERTIFICATE]


Officers’ Certificate


[NAME OF OFFICER], the [TITLE] of Amyris, Inc., a Delaware corporation
(the “Company”) and [NAME OF OFFICER], the [TITLE] of the Company do hereby certify, in connection with the
sale of $57,605,000 of the Company’s 9.50% Convertible Senior Notes due 2019 (the “Notes”) pursuant to
the terms of the Indenture, dated as of October 20, 2015 (as may be amended or supplemented from time to time, the “Indenture”),
by and among the Company and Wells Fargo Bank, National Association (the “Trustee”), that:


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


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


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


4.All conditions precedent described herein as provided for
in the Indenture have been complied with.


5.The Notes have become Freely Tradable.


In accordance with Section 3.08 of the Indenture, the Company
hereby instructs you as follows:


1.To take those actions necessary so that the Restricted Notes
Legend and set forth on the Restricted Global Notes shall be deemed removed from the Global Notes in accordance with the terms
and conditions of the Securities and as provided in the Indenture, without further action on the part of the Holders.


2.To take those actions necessary so that the restricted CUSIP
number for the Notes shall be removed from the Global Notes and replaced with an unrestricted CUSIP number, which unrestricted
CUSIP number shall be [          ], in accordance with the terms and conditions
of the Global Notes and as provided in the Indenture, without further action on the part of the Holders.


[Signature page follows.]






    	B-1



     

    

IN WITNESS WHEREOF, we have signed this certificate as of [                      ].


 


	 	 	AMYRIS, INC.,
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 





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