Exhibit 4.16


 


EXECUTION VERSION


 


 






 






 


SEA LIMITED


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of June 18, 2018


 


2.25% Convertible Senior Notes due 2023


 





 






 



 




     


     


    

 


TABLE OF CONTENTS


 





 






 


	

         
	Page
	 	 
	Article 1	 
	Definitions	 
	 	 
	Section 1.01.  Definitions	1
	Section 1.02.  References to Interest	15
	 	 
	Article 2	 
	Issue, Description, Execution, Registration and Exchange of Notes	 
	 	 
	Section 2.01.  Designation and Amount	15
	Section 2.02.  Form of Notes	15
	Section 2.03.  Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	16
	Section 2.04.  Execution, Authentication and Delivery of Notes	17
	Section 2.05.  Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	18
	Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07.  Temporary Notes	27
	Section 2.08.  Cancellation of Notes Paid, Converted, Etc.	27
	Section 2.09.  CUSIP Numbers	28
	Section 2.10.  Additional Notes; Repurchases	28
	 	 
	Article 3	 
	Satisfaction and Discharge	 
	 	 
	Section 3.01.  Satisfaction and Discharge	29
	 	 
	Article 4	 
	Particular Covenants of the Company	 
	 	 
	Section 4.01.  Payment of Principal and Interest	29
	Section 4.02.  Maintenance of Office or Agency	29
	Section 4.03.  Appointments to Fill Vacancies in Trustee’s Office	30
	Section 4.04.  Provisions as to Paying Agent	30
	Section 4.05.  Existence	31
	Section 4.06.  Rule 144A Information Requirement and Annual Reports	31
	Section 4.07.  Additional Amounts	33
	Section 4.08.  Stay, Extension and Usury Laws	36
	Section 4.09.  Compliance Certificate; Statements as to Defaults	36
	Section 4.10.  Further Instruments and Acts	36


 




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	Article 5	 
	Lists of Holders and Reports by the Company and the Trustee	 
	 	 
	Section 5.01.  Lists of Holders	36
	Section 5.02.  Preservation and Disclosure of Lists	37
	 	 
	Article 6	 
	Defaults and Remedies	 
	 	 
	Section 6.01.  Events of Default	37
	Section 6.02.  Acceleration; Rescission and Annulment	38
	Section 6.03.  Additional Interest	39
	Section 6.04.  Payments of Notes on Default; Suit Therefor	40
	Section 6.05.  Application of Monies Collected by Trustee	42
	Section 6.06.  Proceedings by Holders	43
	Section 6.07.  Proceedings by Trustee	44
	Section 6.08.  Remedies Cumulative and Continuing	44
	Section 6.09.  Direction of Proceedings and Waiver of Defaults by Majority of Holders	44
	Section 6.10.  Notice of Defaults and Events of Default	45
	Section 6.11.  Undertaking to Pay Costs	45
	 	 
	Article 7	 
	Concerning the Trustee	 
	 	 
	Section 7.01.  Duties and Responsibilities of Trustee	46
	Section 7.02.  Reliance on Documents, Opinions, Etc.	48
	Section 7.03.  No Responsibility for Recitals, Etc.	49
	Section 7.04.  Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	49
	Section 7.05.  Monies and ADSs to Be Held in Trust	49
	Section 7.06.  Compensation and Expenses of Trustee	50
	Section 7.07.  Officer’s Certificate as Evidence	51
	Section 7.08.  Eligibility of Trustee	51
	Section 7.09.  Resignation or Removal of Trustee	51
	Section 7.10.  Acceptance by Successor Trustee	52
	Section 7.11.  Succession by Merger, Etc.	53
	Section 7.12.  Trustee’s Application for Instructions from the Company	53
	 	 
	Article 8	 
	Concerning the Holders	 
	 	 
	Section 8.01.  Action by Holders	54
	Section 8.02.  Proof of Execution by Holders	54
	Section 8.03.  Who Are Deemed Absolute Owners	54
	Section 8.04.  Company-Owned Notes Disregarded	55
	Section 8.05.  Revocation of Consents; Future Holders Bound	55


 




    ii 


     


    

 


	Article 9	 
	Holders’ Meetings	 
	 	 
	Section 9.01.  Purpose of Meetings	55
	Section 9.02.  Call of Meetings by Trustee	56
	Section 9.03.  Call of Meetings by Company or Holders	56
	Section 9.04.  Qualifications for Voting	56
	Section 9.05.  Regulations	57
	Section 9.06.  Voting	57
	Section 9.07.  No Delay of Rights by Meeting	58
	 	 
	Article 10	 
	Supplemental Indentures	 
	 	 
	Section 10.01.  Supplemental Indentures Without Consent of Holders	58
	Section 10.02.  Supplemental Indentures with Consent of Holders	59
	Section 10.03.  Effect of Supplemental Indentures	60
	Section 10.04.  Notation on Notes	60
	Section 10.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	60
	 	 
	Article 11	 
	Consolidation, Merger, Sale, Conveyance and Lease	 
	 	 
	Section 11.01.  Company May Consolidate, Etc. on Certain Terms	61
	Section 11.02.  Successor Corporation to Be Substituted	61
	Section 11.03.  Opinion of Counsel to Be Given to Trustee	62
	 	 
	Article 12	 
	Immunity of Incorporators, Stockholders, Officers and Directors	 
	 	 
	Section 12.01.  Indenture and Notes Solely Corporate Obligations	62
	 	 
	Article 13	 
	Intentionally Omitted	 
	 	 
	Article 14	 
	Conversion of Notes	 
	 	 
	Section 14.01.  Conversion Privilege	63
	Section 14.02.  Conversion Procedure; Settlement Upon Conversion	65
	Section 14.03.  Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	70
	Section 14.04.  Adjustment of Conversion Rate	73


 




    iii 


     


    

 


	Section 14.05.  Adjustments of Prices	83
	Section 14.06.  Class A Ordinary Shares to Be Fully Paid	83
	Section 14.07.  Effect of Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares	84
	Section 14.08.  Certain Covenants	85
	Section 14.09.  Responsibility of Trustee	86
	Section 14.10.  Notice to Holders Prior to Certain Actions	87
	Section 14.11.  Stockholder Rights Plans	88
	Section 14.12.  Limit on Issuance of ADSs Upon Conversion	88
	Section 14.13.  Termination of Depositary Receipt Program	88
	Section 14.14.  Exchange In Lieu Of Conversion	88
	 	 
	Article 15	 
	Repurchase of Notes at Option of Holders	 
	 	 
	Section 15.01.  Intentionally Omitted	89
	Section 15.02.  Repurchase at Option of Holders Upon a Fundamental Change	89
	Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice	92
	Section 15.04.  Deposit of Repurchase Price or Fundamental Change Repurchase Price	92
	Section 15.05.  Covenant to Comply with Applicable Laws Upon Repurchase of Notes	93
	 	 
	Article 16	 
	Optional Redemption	 
	 	 
	Section 16.01.  Optional Redemption for Changes in the Tax Law of the Relevant Taxing Jurisdiction	94
	 	 
	Article 17	 
	Miscellaneous Provisions	 
	 	 
	Section 17.01.  Provisions Binding on Company’s Successors	95
	Section 17.02.  Official Acts by Successor Corporation	95
	Section 17.03.  Addresses for Notices, Etc.	96
	Section 17.04.  Governing Law; Jurisdiction	96
	Section 17.05.  Submission to Jurisdiction; Service of Process	97
	Section 17.06.  Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	97
	Section 17.07.  Legal Holidays	98
	Section 17.08.  No Security Interest Created	98
	Section 17.09.  Benefits of Indenture	98
	Section 17.10.  Table of Contents, Headings, Etc.	98
	Section 17.11.  Execution in Counterparts	98
	Section 17.12.  Severability	98
	Section 17.13.  Waiver of Jury Trial	99
	Section 17.14.  Force Majeure	99
	Section 17.15.  Calculations	99
	Section 17.16.  USA PATRIOT Act	99


 


EXHIBIT


 


	Exhibit A	Form of Note	A-1


 




    iv 


     


    

 


INDENTURE dated as of June 18, 2018 between
SEA LIMITED, a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section
1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,”
as more fully set forth in Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.25% Convertible Senior Notes due 2023 (the “Notes”), initially
in an aggregate principal amount not to exceed US$500,000,000 (as increased by an amount equal to the aggregate principal amount
of up to US$75,000,000 aggregate principal amount of additional Notes purchased by the Initial Purchaser pursuant to the exercise
of its option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions
upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery
of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1


Definitions


 


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


 




     


     


    

 


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


 


“Additional Amounts”
shall have the meaning specified in Section 4.07(a).


 


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


 


“ADS” means an American
Depositary Share, issued pursuant to the Deposit Agreement, representing one Class A Ordinary Share of the Company as of the date
of this Indenture, and deposited with the ADS Custodian.


 


“ADS Custodian” means
The Bank of New York Mellon, with respect to the ADSs delivered pursuant to the Deposit Agreement, or any successor entity thereto.


 


“ADS Depositary” means
The Bank of New York Mellon, as depositary for the ADSs, or any successor entity thereto.


 


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


 


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


 


“Affiliate Notes” means
Rule 144A Notes or Regulation S Notes that are held or beneficially owned by an entity affiliated with a principal shareholder
of the Company or an entity affiliated with one of the Company’s directors that purchased these Notes in the initial offering.


 


“Agents” means the Paying
Agent, the Transfer Agent, the Note Registrar, the Conversion Agent and the Bid Solicitation Agent, in each case, unless the Company
is acting in such capacity.


 


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


 


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


 




    	 	2	 



     


    

 


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


 


“Business Day” means,
with respect to any Note, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions
in the State of New York, Singapore, the Cayman Islands or, in the case of a payment under the Indenture, place of payment are
authorized or obligated by law or executive order to close.


 


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


 


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


 


“Change in Tax Law” shall
have the meaning specified in Section 16.01(b).


 


“Class A Ordinary Shares”
means the Class A ordinary shares of the Company, par value US$0.0005 per share, at the date of this Indenture, subject to Section
14.07.


 


“Class B Ordinary Shares”
means the Class B ordinary shares of the Company, par value US$0.0005 per share, at the date of this Indenture, subject to Section
14.07.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 


“Company Order” means
a written order of the Company, signed by an Officer and delivered to the Trustee.


 


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


 


“Conversion Consideration”
shall have the meaning specified in Section 14.14(a).


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date
hereof is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention: Sea Limited Account Manager, or such
other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate
trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice
to the Holders and the Company).


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate
on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


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


 


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


 


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


 


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


 


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


 




    	 	4	 



     


    

 


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


 


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


 


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


 


“Deposit Agreement” means
the Deposit Agreement, dated as of October 19, 2017, among the Company, the ADS Depositary, and the holders and owners from time
to time of the ADSs issued thereunder, delivered thereunder or, if amended or supplemented as provided therein, as so amended or
supplemented.


 


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


 


“Designated Financial Institution”
shall have the meaning specified in Section 14.14(a).


 


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


 


“DTC” means The Depository
Trust Company, a New York corporation.


 


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


 


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


 




    	 	5	 



     


    

 


“Ex-Dividend Date” means
the first date on which the ADSs 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 ADSs on
such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


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


 


“Exchange Election” shall
have the meaning specified in Section 14.14(a).


 


“Expiring Rights” means
any rights, options or warrants to purchase Class A Ordinary Shares or ADSs that expire on or prior to the Maturity Date.


 


“FATCA” shall have the
meaning specified in Section 4.07(a)(i)(D).


 


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


 


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


 


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


 


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


 


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


 


(a)      Except
as described in clause (b) below, (A) a “person” or “group” within the meaning of Section 13(d) of the
Exchange Act, other than the Company, its Subsidiaries, the employee benefit plans of the Company and its Subsidiaries and any
Permitted Holder, 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
ordinary share capital (including ordinary share capital held in the form of ADSs) representing more than 50% of the voting power
of the Company’s ordinary share capital or (B) the Permitted Holders, individually or in the aggregate, file 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 more than 50% of the Company’s then outstanding Class A
Ordinary Shares (including Class A Ordinary Shares held in the form of ADSs); provided, however, that for purposes of clause
(B), in calculating the beneficial ownership percentage of the Class A Ordinary Shares held by any Permitted Holder, any Class
A Ordinary Shares (including Class A Ordinary Shares held in the form of ADSs) (1) (i) beneficially owned directly or indirectly
by any Permitted Holder on the date hereof (including any Class A Ordinary Shares issued or issuable under employee benefit plans,
upon conversion of Class B Ordinary Shares or Private 2017 Notes) or (ii) issued or issuable by the Company to the Permitted Holders
after the date hereof shall be excluded from both the numerator and denominator, and (2) deemed to be beneficially owned directly
or indirectly by any Permitted Holder at any time solely because of voting proxy or agreements shall be excluded from the numerator;


 




    	 	6	 



     


    

 


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


 


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


 


(d)      the
ADSs (or Class A Ordinary Shares or other Common Equity or American Depositary Shares in respect of Reference Property) cease to
be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any
of their respective successors) and none of the ADSs, Class A Ordinary Shares, other Common Equity and American Depositary Shares
in respect of Reference Property is listed or quoted on one of The New York Stock Exchange, The NASDAQ Global Select Market or
The NASDAQ Global Market (or any of their respective successors) within one Trading Day of such cessation;


 


provided, however, that a transaction or transactions
described in clause (a) or (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or
to be received by holders of the ADSs, excluding cash payments for fractional ADSs and cash payments made pursuant to dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of Common Equity or ADSs in respect of
Common Equity that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such
transaction or transactions and as a result of such transaction or transactions such consideration, excluding cash payments for
fractional ADSs, becomes Reference Property for the Notes.


 




    	 	7	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchaser” means
Goldman Sachs (Asia) L.L.C.


 


“Interest Payment Date”
means each January 1 and July 1 of each year, beginning on January 1, 2019.


 


“Last Reported Sale Price”
of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported
in composite transactions for the principal U.S. national or regional securities exchange on which the ADSs are traded.  If
the ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last
Reported Sale Price” shall be the last quoted bid price for the ADSs in the over-the-counter market on the relevant date
as reported by OTC Markets Group Inc. or a similar organization.  If the ADSs are not so quoted, the “Last Reported
Sale Price” shall be the average of the mid-point of the last bid and ask prices for the ADSs on the relevant date from
each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. The
“Last Reported Sale Price” shall be determined without regard to after-hours trading or any other trading outside of
regular trading session hours.


 


“Make-Whole Fundamental Change”
means any transaction or event described in clause (a), (b) or (d) of the definition of Fundamental Change (determined after giving
effect to any exceptions to or exclusions from such definition, including in the proviso immediately succeeding clause (d)
of the definition thereof, but without regard to the proviso in clause (b) of the definition thereof).


 




    	 	8	 



     


    

 


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


 


“Maturity Date” means
July 1, 2023.


 


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


 


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


 


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


 


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


 


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


 


“Notes Fungibility Date”
means the date, if any, following the Resale Restriction Termination Date on which all of the Rule 144A Notes and all of the Regulation
S Notes (other than Affiliate Notes) are no longer Restricted Securities, do not bear
the restrictive legend required by Section 2.05(c), are fungible for U.S. securities law purposes and are assigned an identical,
unrestricted CUSIP number.


 


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


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior
to January 1, 2023, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding
such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date of the Company’s issuance of a Redemption
Notice with respect to the Notes pursuant to Section 16.01 and prior to the relevant Redemption Date, the 40 consecutive Trading
Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject
to clause (ii), if the relevant Conversion Date occurs on or after January 1, 2023, the 40 consecutive Trading Days beginning on,
and including, the 42nd Scheduled Trading Day immediately preceding the Maturity Date.


 




    	 	9	 



     


    

 


“Offering Memorandum”
means the preliminary offering memorandum dated June 12, 2018, as supplemented by the pricing term sheet dated June 13, 2018, relating
to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the
Secretary, or any Vice President (in each case, whether or not such person is designated by a number or numbers or word or words
added before or after the title of such person).


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by an Officer of
the Company.  Each such certificate shall include the statements provided for in Section 17.06 if and to the extent required
by the provisions of such Section.  The Officer giving an Officer’s Certificate pursuant to Section 4.09 shall
be the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel who
is reasonably acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exceptions and qualifications
as to the matters set forth therein.  Each such opinion shall include the statements provided for in Section 17.06 if
and to the extent required by the provisions of such Section 17.06.


 


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


 


“Ordinary Shares” means
the Class A Ordinary Shares and the Class B Ordinary Shares.


 


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


 


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


 


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


 


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


 




    	 	10	 



     


    

 


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


 


(e)      Notes
redeemed pursuant to Article 16; and


 


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


 


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


 


“Permitted Holder” means
(i) any holder or “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Class B Ordinary Shares
as of the date of the Indenture and permitted transferees of such holder or beneficial owner under the terms of the Class B Ordinary
Shares as of the date hereof and (ii) any “group” within the meaning of Section 13(d) of the Exchange Act consisting
of one or more Permitted Holders.


 


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


 


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


 


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


 


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


 


“Private 2017 Notes”
means the Company’s outstanding convertible promissory notes issued between January and July 2017 in the aggregate principal
amount of US$625 million as of the date hereof.


 


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


 


“Redemption Date” shall
have the meaning specified in Section 16.01(b).


 




    	 	11	 



     


    

 


“Redemption Notice” shall
have the meaning specified in specified in Section 16.01(b).


 


“Redemption Price” shall
have the meaning specified in Section 16.01(b).


 


“Redemption Reference Date”
shall have the meaning specified in Section 14.03(g).


 


“Redemption Reference Price”
shall have the meaning specified in Section 14.03(g).


 


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


 


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


 


“Regulation S” means
Regulation S under the Securities Act or any successor to such regulation.


 


“Regulation S Notes”
means the Notes initially offered and sold outside the United States pursuant to Regulation S.


 


“Relevant Jurisdiction”
shall have the meaning specified in Section 4.07(a).


 


“Relevant Taxing Jurisdiction”
shall have the meaning specified in Section 4.07(a).


 


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


 


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


 


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


 


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


 


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


 


“Rule 144A Notes” means
the notes initially offered and sold pursuant to Rule 144A.


 


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


 




    	 	12	 



     


    

 


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


 


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


 


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


 


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


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of
Regulation S-X under the Exchange Act. Each of the Company’s consolidated affiliated entities will be deemed to be a “subsidiary”
for the purposes of the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X.


 


“Specified Dollar Amount”
means the maximum cash amount per US$1,000 principal amount of Notes to be received upon conversion as specified in the Settlement
Notice related to any converted Notes (or deemed specified pursuant to Section 14.02(a)(iii)).


 


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


 


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


 


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


 




    	 	13	 



     


    

 


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


 


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


 


“transfer” shall, as
used in Section 2.05(c) and Section 2.05(d), have the meaning specified
in Section 2.05(c).


 


“Transfer Agent” means
Wilmington Trust, National Association, or any successor entity thereto.


 


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


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    

 


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


 


Article
2


Issue, Description,
Execution, Registration and Exchange of Notes


 


Section 2.01.  Designation
and Amount.  The Notes shall be designated as the “2.25% Convertible Senior Notes due 2023.” The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to US$575,000,000,
subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes pursuant to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02 and Section 15.04.


 


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


 


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


 


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


 




    	 	15	 



     


    

 


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


 


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


 


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


 


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


 




    	 	16	 



     


    

 


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


 


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


 


Section 2.04.  Execution, Authentication
and Delivery of Notes.  The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile
signature of any of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive
or Senior Vice Presidents.  Typographical and other minor errors or defects in any signature shall not affect the validity
or enforceability of any Note which has been duly authenticated and delivered by the Trustee.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee
shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel with respect to the issuance, authentication
and delivery of such Notes.


 




    	 	17	 



     


    

 


The Company Order shall specify the amount
of Notes to be authenticated (including the initial amount of Rule 144A Notes and the initial amount of Regulation S Notes) the
applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated,
the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date
on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate
and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order).


 


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


 


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


 


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


 




    	 	18	 



     


    

 


Prior to the Notes Fungibility Date, upon
surrender for registration of transfer of any Rule 144A Note or Regulation S Note, as the case may be, to the Note Registrar or
any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Rule 144A Notes or Regulation S Notes, as the case may be, of any authorized denominations and of a like aggregate principal amount
and bearing such restrictive legends as may be required by this Indenture. Following the Notes Fungibility Date, upon surrender
for registration of transfer of any Note (other than an Affiliate Note) to the Note Registrar or any co-Note Registrar, and satisfaction
of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and
of a like aggregate principal amount and not bearing the restrictive legends required by Section 2.05(c).


 


Prior to the Notes Fungibility Date, Rule
144A Notes and Regulation S Notes, as the case may be, may be exchanged for other Rule 144A Notes or Regulation S Notes, as the
case may be, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Rule 144A Notes or
Regulation S Notes, as the case may be, to be exchanged at any such office or agency maintained by the Company pursuant to Section
4.02. Whenever any Rule 144A Notes or Regulation S Notes, as the case may be, are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Rule 144A Notes or Regulation S Notes, as the case may be, that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. Following the
Notes Fungibility Date, Notes (other than an Affiliate Note) may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount but not bearing the restrictive legend required by Section 2.05(c), upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder
making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.


 


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


 


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


 


None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or
a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or
(iii) any Notes selected for redemption in accordance with Article 16 or (iv) any Notes between a Regular Record Date and corresponding
Interest Payment Date.


 




    	 	19	 



     


    

 


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


 


(b)   So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global
Note”) registered in the name of the Depositary or the nominee of the Depositary.  The transfer and exchange
of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary
in accordance with this Indenture (including the restrictions on transfer set forth herein) and the applicable procedures of the
Depositary therefor. Prior to the Notes Fungibility Date, the Rule 144A Notes shall be represented by one or more Global Notes
and the Regulation S Notes shall be represented by one or more separate Global Notes.  Following the Notes Fungibility
Date, the Rule 144A Notes and the Regulation S Notes (in each case, other than Affiliate Notes) may be represented by one or more
of the same Global Notes.


 


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


 


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


 




    	 	20	 



     


    

 


THIS SECURITY, THE AMERICAN DEPOSITARY SHARES
DELIVERABLE UPON CONVERSION OF THIS SECURITY, IF ANY, AND THE CLASS A ORDINARY SHARES REPRESENTED THEREBY 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) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
OR (B) LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE
OF SEA LIMITED (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED WITH A PRINCIPAL SHAREHOLDER OF THE COMPANY
AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES IN THE INITIAL OFFERING, AND THEIR RESPECTIVE
AFFILIATES), AND


 


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


 


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


 


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


 


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


 


(D) TO A NON-U.S. PERSON OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR


 


(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 




    	 	21	 



     


    

 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY 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 THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH A PRINCIPAL SHAREHOLDER OF THE COMPANY
AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES IN THE INITIAL OFFERING, AND THEIR RESPECTIVE
AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.


 


No transfer of any Note prior to the Resale
Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer
has been checked.  Notwithstanding the foregoing, Notes which in whole or in part constitute Affiliate Notes shall at
all times bear the foregoing legend unless removed in connection with a transfer pursuant to a registration statement that has
become effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to
the exemption from registration provided by Rule 144).


 


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


 


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


 




    	 	22	 



     


    

 


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


 


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


 


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


 


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


 




    	 	23	 



     


    

 


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


 


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


 


THE CLASS A ORDINARY SHARES
(“SHARES”) REPRESENTED BY THE AMERICAN DEPOSITARY SHARES (THE “ADSs”) EVIDENCED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THE ADSs
AND THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.  BY
ITS ACQUISITION OF ADSs OR OF A BENEFICIAL INTEREST THEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT
AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF SEA LIMITED (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED
WITH A PRINCIPAL SHAREHOLDER OF THE COMPANY AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES
OF THE COMPANY CONVERTED FOR DELIVERY OF THE ADSs IN THE INITIAL OFFERING OF THE NOTES, AND THEIR RESPECTIVE AFFILIATES), AND



 


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



 




    	 	24	 



     


    

 


		(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)	TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR



 


		(E)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).



 


PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY 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 THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH A PRINCIPAL SHAREHOLDER
OF THE COMPANY AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES OF THE COMPANY CONVERTED
FOR DELIVERY OF THE ADSs IN THE INITIAL OFFERING OF THE NOTES, AND THEIR RESPECTIVE AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE
OR OWN THE ADSs OR A BENEFICIAL INTEREST THEREIN.


 


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


 


Notwithstanding the foregoing, any ADSs
received upon conversion of an Affiliate Note shall at all times bear the foregoing legend unless removed in connection with a
transfer pursuant to a registration statement that has become effective under the Securities Act and that continues to be effective
at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144.


 




    	 	25	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	26	 



     


    

 


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


 


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


 


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


 




    	 	27	 



     


    

 


Section 2.09.  CUSIP Numbers.  The
Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice
and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly
notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers, as applicable.  Prior
to the Notes Fungibility Date, the Rule 144A Notes and the Regulation S Notes shall have different “CUSIP” numbers.
Following the Notes Fungibility Date, the Rule 144A Notes and the Regulation S Notes shall have the same “CUSIP” or
“ISIN” number, as applicable; provided the Company shall cause any Affiliate Notes to bear a different “CUSIP”
or “ISIN” number, as applicable.


 


Section 2.10.  Additional Notes;
Repurchases.  The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture
and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (except for any differences in
the issue price, the issue date and interest accrued, if any) in an unlimited aggregate principal amount; provided that
if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities
law purposes, such additional Notes shall have a separate CUSIP number from both the Rule 144A Notes and the Regulation S Notes.  Prior
to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate
and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.06.  In
addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered
to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or consolidated
affiliated entities or through a private or public tender or exchange offer or through counterparties to private agreements.  The
Company shall cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08,
and they will no longer be considered “outstanding” under this Indenture upon their cancellation.  The Company
may also enter into cash-settled swaps or other derivatives with respect to the Notes.  For the avoidance of doubt, any
Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation
in accordance with Section 2.08 and will continue to be considered “outstanding” for purposes of this Indenture, subject
to the provisions of Section 8.04.


 




    	 	28	 



     


    

 


Article
3


Satisfaction
and Discharge


 


Section 3.01.  Satisfaction
and Discharge.  This Indenture shall upon request of the Company contained in an Officer’s Certificate cease
to be of further effect, and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and
discharge of this Indenture as reasonably requested by the Company, when (a) (i) all Notes theretofore authenticated and delivered
(other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section
2.06 and have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to
Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, the Redemption Date, any Fundamental
Change Repurchase Date, upon conversion or otherwise, cash, ADSs or a combination thereof, as applicable, solely to satisfy the
Company’s Conversion Obligation, sufficient, without consideration of reinvestment, to pay all of the outstanding Notes and
all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.  Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.06 shall survive.


 


Article
4


Particular
Covenants of the Company


 


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


 


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


 


The Company may also from time to time designate
as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the contiguous United States of America for such
purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.  The terms “Paying Agent” and “Conversion
Agent” include any such additional or other offices or agencies, as applicable.


 




    	 	29	 



     


    

 


The Company hereby initially designates
the Trustee as the Paying Agent (other than for purposes of Article 15), Note Registrar and Conversion Agent and the Corporate
Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes.  For
purposes of Article 15, the Paying Agent shall be the Trustee or other paying agent designated by the Company.  


 


Section 4.03.  Appointments
to Fill Vacancies in Trustee’s Office.  The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.


 


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


 


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


 


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


 


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


 


The Company shall, on or before each due
date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued
and unpaid interest on, the Notes, deposit with the Paying Agent a sum in immediately available funds sufficient to pay such principal
(including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action;
provided that such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on the relevant due date.


 




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


 


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


 


(d)   Subject
to applicable escheatment laws, any money or property deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, and accrued and unpaid interest on, or in satisfaction of its Conversion Obligation with respect to, any Note and remaining
unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
or interest has become due and payable, or such Conversion Obligation became due, shall be paid or delivered, as the case may be,
to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money or property, and all liability
of the Company as trustee thereof, shall thereupon cease.


 


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


 


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


 




    	 	31	 



     


    

 


(b)   The
Company shall provide to the Trustee within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act).  Any such document or
report that the Company files with the Commission via the Commission’s EDGAR system or any successor thereof shall be deemed
to be provided to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system or
such successor, it being understood that the Trustee shall not be responsible for determining whether such filings have been made.
If the Notes become convertible into Reference Property consisting in whole or in part of shares of Capital Stock of any parent
company of the Company pursuant to the terms of the Indenture described under Section 14.07 and such parent company provides a
full and unconditional guarantee of the notes, the U.S. Securities and Exchange Commission reports of such parent company shall
be deemed to satisfy the foregoing reporting requirements.


 


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


 


(d)   If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder
and other than reports on Form 6-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the
Notes.  Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of
the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing
or the period during which the Notes are not freely tradable, as the case may be.  As used in this Section 4.06(d), documents
or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange
Act.  


 




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(e)   If,
and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable by Holders thereof other than, in each case by or with respect
to, the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 376th day
after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to
0.50% per annum of the principal amount of Notes outstanding until the restrictive legend has been removed from the Notes in accordance
with Section 2.05(c), the Notes have been assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 376th day
after the last date of original issuance of the Notes.


 


(f)   Additional
Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the
Notes and subject to Section 4.06(d).  


 


(g)   The
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu
of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03.  In
no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional Interest payable
pursuant to Section 4.06(d) and Section 4.06(e) together with any Additional Interest payable pursuant to Section 6.03) at an annual
rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure to be current in
respect of its Exchange Act reporting obligations.


 


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


 


Section 4.07.  Additional Amounts.  (a)  All
payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to this Indenture
and the Notes, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase
Price), payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional
ADS) upon conversion of the Notes, will be made without withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company
or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant
Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction,
a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein),
unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law.  In
the event that any such withholding or deduction is so required, the Company or any successor to the Company shall pay to each
Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received
by the Holders after such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts
that would have been received by such Holders had no such withholding or deduction been required; provided that no Additional
Amounts will be payable:


 




    	 	33	 



     


    

 


(i)   for
or on account of:


 


(A)   any
tax, duty, assessment or other governmental charge that would not have been imposed but for:


 


(1)   the
existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Jurisdiction,
other than merely holding such Note or the receipt of payments thereunder, including such Holder or beneficial owner being or having
been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been
physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;


 


(2)   the
presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the
payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and interest
on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion
of such Note became due and payable pursuant to the terms thereof or was made or duly provided for;


 


(3)   the
failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed
to the Holder, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial
owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy
any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request
is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any
withholding or deduction as to which Additional Amounts would have otherwise been payable; or


 


(4)   the
presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note
could not have been presented for payment elsewhere;


 




    	 	34	 



     


    

 


(B)   any
estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;


 


(C)   any
tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under
or with respect to the Notes;


 


(D)   any
tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code (“FATCA”), any
current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted
in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to
implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S.
Internal Revenue Service under FATCA; or


 


(E)   any
combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D);
or


 


(ii)   with
respect to any payment of the principal of (including the Redemption Price and Fundamental Change Repurchase Price, if applicable)
and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional
ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial
owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant
Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership
or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member
or beneficial owner been the Holder thereof.


 


(b)   The
Trustee and Paying Agent shall also be entitled to make any withholding or deduction pursuant to an agreement described in Section
1471(b) of the Code or otherwise imposed pursuant to FATCA and any regulations or agreements thereunder or official interpretations
thereof.


 


(c)   Any
reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of ADSs (together with payments
of cash for any fractional ADS), as applicable, upon conversion of any Note or the payment of principal of (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) and interest on any Note or any other amount payable with respect
to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable with respect to that amount pursuant to this Section 4.07.


 


(d)   If
the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the
Notes, it will deliver to the Trustee and the Holders official tax receipts evidencing the remittance to the relevant tax authorities
of the amounts so withheld or deducted.


 




    	 	35	 



     


    

 


(e)   The
Trustee shall have no obligation to determine whether any Additional Amounts are payable under the Indenture or the amount thereof.


 


(f)   The
foregoing obligations shall survive termination or discharge of this Indenture.


 


Section 4.08.  Stay, Extension
and Usury Laws.  The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture;
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 4.09.  Compliance Certificate;
Statements as to Defaults.  The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company (beginning with the fiscal year ending on December 31, 2018) an Officer’s Certificate stating that a
review has been conducted of the Company’s activities under this Indenture and the Company has fulfilled its obligations
hereunder, and whether the authorized Officers thereof have knowledge of any Default by the Company that occurred during the previous
year that is then continuing and, if so, specifying each such Default and the nature thereof.


 


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


 


Section 4.10.  Further Instruments
and Acts.  Upon request of the Trustee, the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.


 


Article
5


Lists of Holders
and Reports by the Company and the Trustee


 


Section 5.01.  Lists of Holders.  The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 5 days
after each January 1 and July 1 in each year beginning with January 1, 2019, and at such other times as the Trustee may request
in writing, within 5 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request
in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably
request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need
be furnished so long as the Trustee is acting as Note Registrar.


 




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


 


Article
6


Defaults and
Remedies


 


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


 


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


 


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


 


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


 


(d)   failure
by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c),
notice of a Make-Whole Fundamental Change in accordance with Section 14.03(a) or notice of a specified corporate event in accordance
with Section 14.01(b)(ii) or 14.01(b)(iii), in each case, when due and such failure continues for a period of five Business Days;


 


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


 


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


 




    	 	37	 



     


    

 


(g)   default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of US$100
million (or the foreign currency equivalent thereof) in the aggregate by the Company and/or any such Significant Subsidiary, whether
such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due
and payable prior to its stated maturity or (ii) constituting a failure to pay the principal or interest of any such debt
when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise and in each
case, such indebtedness is not discharged, or such acceleration is not otherwise cured or rescinded, within 30 days;


 


(h)   a
final judgment for the payment of US$100 million (or the foreign currency equivalent thereof) or more (excluding any amounts covered
by insurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not paid, bonded or
otherwise discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal
has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


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


 


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


 


Section 6.02.  Acceleration;
Rescission and Annulment.  If one or more Events of Default shall have occurred and be continuing (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and
in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the
Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable,
the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding determined in accordance with Section 8.04, by notice in writing to the Company and to the Trustee may, and the
Trustee at the request of such Holders accompanied by security and/or indemnity satisfactory to the Trustee and otherwise subject
to the limitations set forth in this Indenture, shall, declare 100% of the principal of, and accrued and unpaid interest on, all
the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately
due and payable, notwithstanding anything contained in this Indenture or in the Notes to the contrary.  If an Event of
Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs
and is continuing, 100% of the principal of, and accrued and unpaid interest on, all Notes shall become and shall automatically
be immediately due and payable without any action on the part of the Trustee. If an Event of Default occurs and is continuing,
all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee.


 




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


 


Section 6.03.  Additional Interest.  Notwithstanding
anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for Event of Default
relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall
after the occurrence of such an Event of Default (which will be the 60th day after written notice is provided to the Company pursuant
to Section 6.01(f)) consist exclusively of the right to receive Additional Interest on
the Notes at a rate equal to:


 


(a)   0.25%
per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date
on which such an Event of Default first occurs and ending on the earlier of (i) the date on which such Event of Default is
cured or validly waived and (ii) the 180th day immediately following, and including, the date on which such Event of Default
first occurred; and


 




    	 	39	 



     


    

 


(b)   if
such Event of Default has not been cured or validly waived prior to the 181st day immediately following, and including, the date
on which such Event of Default first occurred, 0.50% per annum of the principal amount of the Notes outstanding for each day during
the period beginning on, and including, the 181st day immediately following, and including, the date on which such an Event of
Default first occurred and ending on the earlier of (i) the date on which such Event of Default is cured or validly waived
and (ii) the 360th day immediately following, and including, the date on which such Event of Default first occurred.


 


Interest payable pursuant to this Section
6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). In
no event shall Additional Interest accrue on the Notes on any day under this Indenture (taking any Additional Interest payable
pursuant to this Section 6.03 together with any Additional Interest payable pursuant to Section 4.06(d) and Section 4.06(e)) at
an annual rate accruing in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s failure
to be current in respect of its Exchange Act reporting obligations.  If the Company so elects, such Additional Interest
shall be payable in the same manner and on the same dates as regular interest on the Notes.  On the 366th day after such
Event of Default (if the Event of Default with respect to the Company’s obligations under Section 4.06(b) is not cured or
waived prior to such day), the Notes will be subject to acceleration as provided in Section 6.02.  In the event the Company
does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected
to make such payment but does not pay the Additional Interest when due, the Notes shall be subject to acceleration as provided
in Section 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such election prior
to the beginning of such 180-day period.  Upon the Company’s failure to timely give such written notice, the Notes
shall be immediately subject to acceleration as provided in Section 6.02.


 


Section 6.04.  Payments of
Notes on Default; Suit Therefor.  If an Event of Default described in clause (a) or (b) of Section 6.01 shall have
occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole
amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest,
if any, at the rate per annum borne by the Notes at such time plus one percent, and, in addition thereto, such further amount
as shall be sufficient to cover any amounts due to the Trustee under Section 7.06.  If the Company shall fail to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


 




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


 


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


 


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


 




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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee under Section 7.06 and any payments due to the Paying
Agent, the Conversion Agent and the Note Registrar;


 


Second, in case the principal of
the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, the Notes in default in the order
of the date due of the payments of such interest, with interest (to the extent that such interest has been collected by the Trustee)
upon such overdue payments at the rate per annum borne by the Notes at such time, plus one percent (including, without duplication,
any additional interest on such overdue payments pursuant to Section 6.04), such payments to be made ratably to the Persons entitled
thereto;


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 6.09.  Direction of
Proceedings and Waiver of Defaults by Majority of Holders.  The Holders of a majority of the aggregate principal
amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any
rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction.  The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal liability (it being understood that the Trustee shall
not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder), or if it
is not provided with security and/or indemnity to its satisfaction.  In addition, the Trustee will not be required to
expend its own funds under any circumstances.  The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Notes waive any
past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest
on, or the principal (including, if applicable, the Redemption Price or Fundamental Change Repurchase Price) of, the Notes when
due that has not been cured pursuant to the provisions of ‎Section 6.02, (ii) a failure by the Company to pay or deliver, or
cause to be delivered, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of
a covenant or provision hereof which under ‎Article 10 cannot be modified or amended without the consent of each Holder of
an outstanding Note affected.  Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon.  Whenever any Default or Event of Default hereunder shall have been waived
as permitted by this ‎Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture
be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event
of Default or impair any right consequent thereon.


 




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Section 6.10.  Notice of Defaults
and Events of Default.  If a Default or Event of Default occurs and is continuing and is notified in writing to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after the Responsible Officer of the Trustee receives such
written notice or obtains such knowledge, send to all Holders (at the Company’s expense) as the names and addresses of such
Holders appear upon the Note Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been
cured or waived before the giving of such notice; provided that the Trustee shall not be deemed to have knowledge of any
occurrence of a Default or an Event of Default unless a Responsible Officer of the Trustee has received written notice.  Except
in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration
due upon conversion, the Trustee shall be protected in withholding such notice if and so long as the Trustee (in its sole discretion)
in good faith determines that the withholding of such notice is in the interests of the Holders.


 


Section 6.11.  Undertaking
to Pay Costs.  All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11
(to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in
accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or
accrued and unpaid interest on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase
Price with respect to the Notes being repurchased as provided in this Indenture) on or after the due date expressed or provided
for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article
14.


 




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Article
7


Concerning
the Trustee


 


Section 7.01.  Duties and Responsibilities
of Trustee.  The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee
has written notice or actual knowledge of and after the curing or waiver of all Events of Default that may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in this Indenture.  In case an Event of Default
has occurred that has not been cured or waived, and if a Responsible Officer of the Trustee has written notice or actual knowledge
of such event, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise
any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered
(and, if requested, provided) to the Trustee indemnity or security  satisfactory to it against the losses, costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction.


 


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


 


(a)   prior
to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written notice or actual knowledge of  and
after the curing or waiving of all Events of Default that may have occurred:


 


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


 


(ii)   in
the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively and without liability
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions
that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein);


 




    	 	46	 



     


    

 


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


 


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


 


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


 


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


 


(f)   if
any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent
to the Trustee, the Trustee may conclusively and without liability rely on its failure to receive such notice as reason to act
as if no such event occurred;


 


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


 


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


 


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


 


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


 




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


 


(a)   the
Trustee may conclusively and without liability rely and shall be fully protected in acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, Note, coupon or other paper or document (whether in its original
or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Section 7.03.  No Responsibility
for Recitals, Etc.  The recitals, statements, warranties and representations 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 accuracy or correctness
of the same or the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence
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.  Notwithstanding
the generality of the foregoing, each Holder shall be solely responsible for making its own independent appraisal of, and investigation
into, the financial condition, creditworthiness, condition, affairs, status and nature of the Company, and the Trustee shall not
at any time have any responsibility for the same and each Holder shall not rely on the Trustee in respect thereof.


 


Section 7.04.  Trustee, Paying
Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes.  The Trustee, any Paying Agent,
any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee,
Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar, and nothing herein shall obligate any of them to account
for any profits earned from any business or transactional relationship.


 


Section 7.05.  Monies and ADSs
to Be Held in Trust.  All monies and ADSs received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received.  Money and ADSs held by the Trustee in trust or by the
Paying Agent hereunder need not be segregated from other funds or property except to the extent required by law.  Neither
the Trustee nor the Paying Agent shall be under any liability for interest on any money or ADSs received by it hereunder.


 




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Section 7.06.  Compensation
and Expenses of Trustee.  (a)  The Company covenants and agrees to pay to the Trustee, in any capacity
under this Indenture, from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)
as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any
of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements
of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall
have been caused by its gross negligence or willful misconduct as determined by a final, non-appealable decision of a court of
competent jurisdiction.  The Company also covenants to indemnify the Trustee in any capacity under this Indenture and
any other document or transaction entered into in connection herewith and its officers, directors, attorneys, employees and agents,
and to hold them harmless against, any loss, claim (provided that the Company need not pay for settlement of any such claim made
without its consent, which consent shall not be unreasonably withheld), damage, liability or expense incurred without gross negligence
or willful misconduct on the part of the Trustee, its officers, directors, agents, attorneys or employees, as the case may be,
as determined by a final, non-appealable decision of a court of competent jurisdiction, and arising out of or in connection with
the acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending
themselves against any claim of liability in the premises.  The obligations of the Company under this ‎Section 7.06
to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured
by a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except,
subject to the effect of ‎Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes.  The
Trustee’s right to receive payment of any amounts due under this ‎Section 7.06 shall not be subordinate to any other
liability or indebtedness of the Company.  The indemnity under this ‎Section 7.06(a) is payable upon demand by the
Trustee. The obligation of the Company under this ‎Section 7.06(a) shall survive the satisfaction and discharge of the Indenture
and payment of the Notes, the termination of this Indenture and the resignation or removal or the Trustee.  The Company
need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.  The indemnification
provided in this ‎Section 7.06(a) shall extend to the officers, directors, attorneys, agents and employees of the Trustee.  Subject
to ‎Section 7.02(e), any negligence or misconduct of any agent, delegate, attorney or representative, in each case, of the
Trustee, shall not affect indemnification of the Trustee.


 


Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents incur expenses or render services after an Event of Default
specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency or similar laws. If a Default or Event of Default shall have occurred
or if the Trustee finds it expedient or necessary or is requested by the Company and/or the Holders to undertake duties which are
of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Indenture, the Company
will pay such additional remuneration as the Company and the Trustee have separately agreed in writing.


 




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(b)   The
Paying Agent, the Conversion Agent and the Note Registrar shall be entitled to the compensation to be agreed upon in writing with
the Company for all services rendered by it under this Indenture, and the Company  agrees promptly to pay such compensation
and to reimburse the Paying Agent, the Conversion Agent and the Note Registrar for its out-of-pocket expenses (including reasonable
fees and expenses of counsel) incurred by it in connection with the services rendered by it under this Indenture.  The
Company hereby agrees to indemnify the Paying Agent, the Conversion Agent and the Note Registrar and their respective officers,
directors, agents and employees and any successors thereto for, and to hold it harmless against, any loss, liability or expense
(including reasonable fees and expenses of counsel) incurred without gross negligence or willful misconduct on its part, as determined
by a final, non-appealable decision of a court of competent jurisdiction, arising out of or in connection with its acting as the
Paying Agent, the Conversion Agent and the Note Registrar hereunder. The obligations of the Company under this paragraph (b) shall
survive the payment of the Notes, the termination of the Indenture and the resignation or removal of the Paying Agent, the Conversion
Agent and the Note Registrar.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


Section 7.12.  Trustee’s
Application for Instructions from the Company.  Any application by the Trustee for written instructions from the
Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights
of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission
shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance
with a proposal included in such application on or after the date specified in such application (which date shall not be less than
three Business Days after the date any Officer that the Company been deemed to have been given pursuant to Section 17.03, unless
any such Officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective
date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response
to such application specifying the action to be taken or omitted.


 




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Article
8


Concerning
the Holders


 


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


 


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


 


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


 




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


 


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


 


Article
9


Holders’
Meetings


 


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


 


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


 




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


 


(c)   to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Article 10; or


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Minutes shall be made of all resolutions
and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting
of Holders of the Notes, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which
minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings
transacted at it to have been duly passed and transacted.


 


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


 




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


 


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


 


Article
10

Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)    to
secure the Notes;


 


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


 


(f)    upon
the occurrence of any transaction or event described in Section 14.07(a), to (i)  provide that the Notes are convertible into
Reference Property, subject to Section 14.03, and (ii) effect the related changes to the terms of the Notes described under
Section 14.07(a), in each case, in accordance with Section 14.07;


 


(g)    to
make any change that does not adversely affect the rights of any Holder in any material respect; or


 


(h)    to
conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum,
as certified by the Company in an Officer’s Certificate.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)    make
any Note payable in a currency other than U.S. dollars;


 


(g)    change
the ranking of the Notes;


 


(h)    impair
the right of any Holder to receive payment of principal 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 Note;


 


(i)    change
the Company’s obligation to pay Additional Amounts on any Note; or


 




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


 


Upon the written request of the Company,
and upon the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05,
the Trustee shall join with the Company in the execution of such supplemental indenture unless (i) the Trustee has not received
an Opinion of Counsel stating that such supplemental indenture is authorized and permitted by the terms of this Indenture and not
contrary to law or (ii) such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


 


Holders do not need under this Section 10.02
to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance
thereof. After any supplemental indenture becomes effective under Section 10.01 or Section 10.02, the Company shall send to the
Holders (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such
notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


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


 


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


 


Section 10.05. Evidence of Compliance
of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.06, the Trustee shall
receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture and with respect
to such Opinion of Counsel, that such supplemental indenture is the valid and binding obligation of the Company enforceable in
accordance with its terms, subject to customary exceptions and qualifications.


 




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Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


(a)    the
resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, Cayman Islands,
the British Virgin Islands, Bermuda, Singapore or Hong Kong and the Successor Company (if not the Company) shall expressly assume,
by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance
of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); and


 


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


 


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


 


Section 11.02. Successor Corporation
to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by
the Successor Company, by supplemental indenture, executed and delivered to the Trustee of the due and punctual payment of the
principal of and accrued and unpaid interest on all of the Notes (including, for the avoidance of doubt, any Additional Amounts),
the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes (including,
for the avoidance of doubt, any Additional Amounts) and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the
case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company,
with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company
instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and
delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation,
merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as
the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in
the manner prescribed in this Article 11) may be dissolved, wound
up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities
as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.


 




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


 


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


 


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 




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Article
13

Intentionally Omitted


 


Article
14

Conversion of Notes


 


Section 14.01. Conversion Privilege.


 


(a)    Subject
to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s
option, to convert all or any portion (if the portion to be converted is US$1,000 principal amount or an integral multiple thereof)
of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business
on the Business Day immediately preceding January 1, 2023 under the circumstances and during the periods set forth in Section 14.01(b),
and (ii) regardless of the conditions described in Section 14.01(b), on or after January 1, 2023 and prior to the close of business
on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 50.5165
ADSs (subject to adjustment as provided in this Article 14, the
“Conversion Rate”) per US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement
provisions of Section 14.02, the “Conversion Obligation”).


 


(b)    (i)
Prior to the close of business on the Business Day immediately preceding January 1, 2023, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period
(the “Measurement Period”) in which the Trading Price per US$1,000 principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period
was less than 98% of the product of the Last Reported Sale Price of the ADSs on each such Trading Day and the Conversion Rate on
each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i)
and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation
Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant
to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than
the Company) shall have no obligation to determine the Trading Price per US$1,000 principal amount of Notes unless the Company
has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company
is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000 principal
amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per US$1,000 principal amount
of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ADSs on such Trading Day
and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than
the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading
Price per US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading
Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of
the ADSs and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations,
the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized
securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation
Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct
the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in
the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation
Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such
determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal
amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion
Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify
the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price
condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98%
of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in
writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee).


 




    	 	63	 



     


    





 


(ii)         If,
prior to the close of business on the Business Day immediately preceding January 1, 2023, the Company elects to:


 


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


 


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


 


then, in either case, the Company shall notify all Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 43 Scheduled Trading Days prior
to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or
any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time.


 




    	 	64	 



     


    



 


(iii)        If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding January 1, 2023, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange,
or transfer or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately
preceding January 1, 2023, in each case, pursuant to which the ADSs would be converted into cash, securities or other assets, all
or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date
of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes
a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the
Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the date the Company publicly announces
such transaction.


 


(iv)        Prior
to the close of business on the Business Day immediately preceding January 1, 2023, a Holder may surrender all or any portion of
its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30,
2018 (and only during such calendar quarter), if the Last Reported Sale Price of the ADSs for at least 20 Trading Days (whether
or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately
preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company
shall determine at the beginning of each calendar quarter commencing after September 30, 2018 whether the Notes may be surrendered
for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other
than the Trustee) in writing if the Notes become convertible in accordance with this clause (iv).


 


(v)         If
the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the Business
Day immediately preceding January 1, 2023, then a Holder may surrender all or any portion of its Notes for conversion at any time
prior to the close of business on the second Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible
at such time. After that time, the right to convert shall expire under this clause (v), unless the Company defaults in the payment
of the Redemption Price.


 


Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


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


 




    	 	65	 



     


    




 


(i)        All
conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect
to the Notes and prior to the related Redemption Date, and all conversions for which the relevant Conversion Date occurs on or
after January 1, 2023 shall be settled using the same Settlement Method.


 


(ii)         Except
for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with
respect to the Notes but prior to the related Redemption Date, and any conversions for which the relevant Conversion Date occurs
on or after January 1, 2023, the Company shall use the same Settlement Method for all conversions with the same Conversion Date,
but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion
Dates.


 


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


 




    	 	66	 



     


    



 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(e)    If
a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, issue, transfer or similar tax due on the
delivery of any ADSs upon conversion of the Notes (or the issuance of the underlying Class A Ordinary Shares, unless the tax is
due because the Holder requests such ADSs (or the Class A Ordinary Shares) to be issued in a name other than the Holder’s
name, in which case the Holder shall pay that tax. The Company shall pay the ADS Depositary’s fees for the issuance of the
ADSs.


 




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(f)    Except
as provided in Section14.04, no adjustment shall be made for dividends on any ADSs issued upon the conversion of any Note as provided
in this Article 14.


 


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


 


(h)    Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and ADSs, accrued and unpaid interest
will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted
after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date,
Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable
on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. However, Notes surrendered for conversion
during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest
Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted (regardless of whether
the converting Holder was the holder of record on the corresponding Regular Record Date); provided that no such payment
shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company
has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Business Day immediately succeeding
the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the third Business Day immediately
succeeding such Interest Payment Date); (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular
Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date (or, if such Interest
Payment Date is not a Business Day, the second Business Day immediately succeeding such Interest Payment Date); or (4) to the extent
of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Neither the Trustee
nor the Conversion Agent (if other than the Trustee) will have any duty to determine or verify determination by the Company of
whether any of the conditions to conversion have been satisfied.


 


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


 




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


 


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


 


(a)    Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy
the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section
14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely
of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation
shall be calculated based solely on the ADS Price for the transaction and shall be deemed to be an amount of cash per US$1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional ADSs), multiplied
by such ADS Price.


 




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(b)    The
number of Additional ADSs, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)
and the price (the “ADS Price”) paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change. If
the holders of the ADSs receive in exchange for their ADSs only cash in a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the ADS Price shall be the cash amount paid per ADS. Otherwise, the ADS Price shall be
the average of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading
Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.


 


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


 


(d)    The
following table sets forth the number of Additional ADSs to be received per US$1,000 principal amount of Notes pursuant to this
Section 14.03 for each ADS Price and Effective Date set forth below:


 





	 	 	ADS price	 
	Effective Date	 	US$ 
14.94	 	 	US$ 
16.00	 	 	US$ 
17.00	 	 	US$ 
18.00	 	 	US$ 
19.80	 	 	US$ 
20.00	 	 	US$ 
25.00	 	 	US$ 
30.00	 	 	US$ 
40.00	 	 	US$ 
50.00	 	 	US$ 
60.00	 	 	US$ 
70.00	 
	June 18, 2018	 	 	16.4179	 	 	 	14.3994	 	 	 	12.7818	 	 	 	11.3911	 	 	 	9.3389	 	 	 	9.1410	 	 	 	5.5232	 	 	 	3.4907	 	 	 	1.4830	 	 	 	0.6224	 	 	 	0.2217	 	 	 	0.0424	 
	July 1, 2019	 	 	16.4179	 	 	 	14.3856	 	 	 	12.6535	 	 	 	11.1750	 	 	 	9.0152	 	 	 	8.8085	 	 	 	5.0988	 	 	 	3.0947	 	 	 	1.2155	 	 	 	0.4644	 	 	 	0.1403	 	 	 	0.0141	 
	July 1, 2020	 	 	16.4179	 	 	 	14.2994	 	 	 	12.4165	 	 	 	10.8244	 	 	 	8.5293	 	 	 	8.3115	 	 	 	4.5124	 	 	 	2.5773	 	 	 	0.8993	 	 	 	0.2952	 	 	 	0.0627	 	 	 	0.0000	 
	July 1, 2021	 	 	16.4179	 	 	 	13.9313	 	 	 	11.8453	 	 	 	10.1050	 	 	 	7.6490	 	 	 	7.4205	 	 	 	3.5996	 	 	 	1.8487	 	 	 	0.5273	 	 	 	0.1286	 	 	 	0.0068	 	 	 	0.0000	 
	July 1, 2022	 	 	16.4179	 	 	 	13.0425	 	 	 	10.6171	 	 	 	8.6389	 	 	 	5.9646	 	 	 	5.7255	 	 	 	2.1260	 	 	 	0.8627	 	 	 	0.1663	 	 	 	0.0168	 	 	 	0.0000	 	 	 	0.0000	 
	July 1, 2023	 	 	16.4179	 	 	 	11.9838	 	 	 	8.3071	 	 	 	5.0391	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)         if
the ADS Price is greater than US$70.00 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate; and


 




    	 	71	 



     


    

 




(iii)        if
the ADS Price is less than US$14.94 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per US$1,000 principal amount of Notes exceed 66.9344 ADSs, subject to adjustment in the same manner
as the Conversion Rate pursuant to Section 14.04.


 


(e)    Nothing
in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04.


 


(f)    If
the Holder elects to convert its Notes in connection with the Company’s election to redeem the Notes in respect of a Change
in Tax Law pursuant to Section 16.01, the Conversion Rate shall be increased by a number of additional ADSs determined pursuant
to this Section 14.03(g). The Company shall settle conversions of Notes as described in Section 14.02 and, for the avoidance of
doubt, pay Additional Amounts, if any, with respect to any such conversion.


 


A conversion shall be deemed to be “in
connection with” the Company’s election to redeem the Notes in respect of a Change in Tax Law if the relevant Notice
of Conversion is received by the Conversion Agent during the period from, and including, the date the Company provides the related
notice of redemption to Holders until the close of business on the Business Day immediately preceding the Redemption Date (or,
if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price).


 


Simultaneously with providing such notice
of redemption, the Company shall publish a notice containing this information in a newspaper of general circulation in The City
of New York or publish the information on the Company’s website or through such other public medium as the Company may use
at that time.


 


The number of additional ADSs by which the
Conversion Rate will be increased in the event the Company elects to redeem the Notes in respect of a Change in Tax Law will be
determined by reference to the table in clause (e) above based on the Redemption Reference Date and the Redemption Reference Price
(each as defined below), but determined for purposes of this Section 14.03(g) as if (x) the Holder had elected to convert its Notes
in connection with a Make-Whole Fundamental Change, (y) the applicable “Redemption Reference Date” were the “Effective
Date” as specified in clause (c) above and (z) the applicable “Redemption Reference Price” were the “ADS
price” as specified in clause (c) above. For this purpose, the date on which the Company delivers notice of redemption is
the “Redemption Reference Date” and the average of the Last Reported Sale Prices of the ADSs over the five Trading
Day immediately preceding, the date the Company delivers such notice of redemption is the “Redemption Reference Price.”


 




    	 	72	 



     


    



 


Section 14.04. Adjustment of Conversion
Rate. If the number of Class A Ordinary Shares represented by the ADSs is changed, after the date of this Indenture, for any
reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to
the Conversion Rate such that the number of Class A Ordinary Shares represented by the ADSs upon which conversion of the Notes
is based remains the same.


 


Notwithstanding the adjustment provisions
described in this Section 14.04, if the Company distributes to holders of the Class A Ordinary Shares any cash, rights, options,
warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Company
(but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall
represent, in addition to Class A Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity
interest, evidences of indebtedness or other assets or property of the Company, then an adjustment to the Conversion Rate described
in this Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs,
and such adjustment to the Conversion Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution
made to the holders of the Class A Ordinary Shares. However, in the event that the Company issues or distributes to all holders
of the Class A Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust
the Conversion Rate pursuant to Section 14.04(b) (in the case of Expiring Rights described in clause (b) below entitling holders
of the Class A Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe
for or purchase Class A Ordinary Shares or ADSs) or Section 14.04(c) (in the case of all other Expiring Rights).


 


For the avoidance of doubt, if any event
described in this Section 14.04 results in a change to the number of Class A Ordinary Shares represented by the ADSs, then such
a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Conversion Rate on
account of such an event to the extent to which such change reflects what a corresponding change to the Conversion Rate would have
been on account of such event.


 


The Conversion Rate shall be adjusted from
time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the
Conversion Rate if Holders of the Notes participate (other than in the case of a (x) share split or share combination or (y) a
tender or exchange offer), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the
Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number
of ADSs equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such
Holder. Neither the Trustee nor the Conversion Agent shall have any responsibility to monitor the accuracy of any calculation of
adjustment of the Conversion Rate and the same shall be conclusive and binding on the Holders, absent manifest error. Notice of
such adjustment to the Conversion Rate shall be given by the Company promptly in writing to the Holders, the Trustee and the Conversion
Agent and shall be conclusive and binding on the Holders, absent manifest error.


 




    	 	73	 



     


    

 


(a)    If
the Company exclusively issues Class A Ordinary Shares as a dividend or distribution on the Class A Ordinary Shares, or if the
Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 





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







 


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


 


(b)    If
the Company issues to all or substantially all holders of the Class A Ordinary Shares (directly or in the form of ADSs) (other
than in connection with a stockholder rights plan) any rights, options or warrants entitling them, for a period of not more than
45 calendar days after the announcement date of such issuance, to subscribe for or purchase Class A Ordinary Shares (directly or
in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the Class
A Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Class A Ordinary Shares
then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


 




    	 	74	 



     


    

 









where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the ADSs for such issuance;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	OS0	=	the number of Class A Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of Class A Ordinary Shares (directly or in the form of ADSs) deliverable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of Class A Ordinary Shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the quotient of (a) the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Class A Ordinary Shares then represented by one ADS.







 


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


 


For purposes of this Section 14.04(b) and
Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase
Class A Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than such average of the Last
Reported Sale Prices of the Class A Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs,
the number of Class A Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price
of such Class A Ordinary Shares or ADSs, there shall be taken into account any consideration received by the Company for such rights,
options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash,
to be determined by the Board of Directors.


 




    	 	75	 



     


    

 




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


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Class A Ordinary Share (directly or in the form of ADSs) on the Ex-Dividend Date for the ADSs for such distribution.




 


Any increase made under the portion of this
Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for the ADSs for such
distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would
then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above)
is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of
a Note shall receive, in respect of each US$1,000 principal amount thereof, at the same time and upon the same terms as holders
of the ADSs receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such
Holder owned a number of ADSs equal to the Conversion Rate in effect on the Record Date for the ADSs for the distribution.


 




    	 	76	 



     


    

 




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


 





 


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 the Class A Ordinary Shares (directly or in the form of ADSs) applicable to one Class A Ordinary Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to the ADSs were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented by one ADS) over the Valuation Period.







 


The increase to the Conversion Rate under the preceding paragraph
shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of any
conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,
references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days
as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the Conversion Rate and (y)
in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that
falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10”
in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend
Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day.


 




    	 	77	 



     


    



 


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


 


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


 


(A)         a
dividend or distribution of Class A Ordinary Shares (directly or in the form of ADSs) to which Section 14.04(a) is applicable (the
“Clause A Distribution”); or


 


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


 


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


 




    	 	78	 



     


    



 


(d)    If
any cash dividend or distribution is made to all or substantially all holders of the Class A Ordinary Shares (directly or in the
form of ADSs), the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the ADSs for such dividend or distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the Last Reported Sale Price of the ADSs (divided by the number of Class A Ordinary Shares then represented by one ADS) on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	 	 
	C	=	the amount in cash per Class A Ordinary Share the Company distributes to all or substantially all holders of the Class A Ordinary Shares (directly or in the form of ADSs).




 


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


 




    	 	79	 



     


    



 


(e)    If
the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Class A Ordinary Shares
(directly or in the form of ADSs), to the extent that the cash and value of any other consideration included in the payment per
Ordinary Share exceeds the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary
Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next
succeeding the date such tender or exchange offer expires, the Conversion Rate shall be increased based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	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 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 Class A Ordinary Shares or ADSs, as the case may be, purchased in such tender or exchange offer;
	 	 	 
	OS0	=	the number of Class A Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Class A Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS1	=	the number of Class A Ordinary Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Class A Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP1	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.




 


The increase to the Conversion Rate under this Section 14.04(e)
shall occur at the close of business on the 10th Trading Day immediately
following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that
(x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during
the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or
exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such
lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Conversion Date
in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement
is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading
Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer,
references to “10” or “10th” in the preceding
paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such
tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day.


 




    	 	80	 



     


    



 


(f)    Notwithstanding
this Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on
any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related
Record Date would be treated as the record holder of the ADSs as of the related Conversion Date as described under Section 14.02(i)
based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions
in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder.
Instead, such Holder shall be treated as if such Holder were the record owner of the ADSs on an unadjusted basis and participate
in the related dividend, distribution or other event giving rise to such adjustment. Notwithstanding this Section 14.04 or any
other provision of this Indenture or the Notes, the Company will not be required to adjust the Conversion Rate unless such adjustment
would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments
that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided,
further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i)
the Effective Date for any Fundamental or Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement
applies, the relevant Conversion Date, and, in the case of any Note to which Cash Settlement or Combination Settlement applies,
each Trading Day of the applicable Observation Period and (iii) every one year anniversary of the first date of original issuance
of the Notes. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to the
conversion have been satisfied or what number of ADSs a Holder would have held on a given day had it converted its Notes.


 


(g)    Except
as stated herein, the Company shall not adjust the Conversion Rate for the issuance of Class A Ordinary Shares or ADSs or any securities
convertible into or exchangeable for Class A Ordinary Shares or ADSs or the right to purchase Class A Ordinary Shares or ADSs or
such convertible or exchangeable securities.


 


(h)    In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted
by applicable law and subject to the applicable rules of the New York Stock Exchange and any other securities exchange on which
any of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount
for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s
best interest, and the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to
holders of the Class A Ordinary Shares or the ADSs or rights to purchase Class A Ordinary Shares or ADSs in connection with a dividend
or distribution of Class A Ordinary Shares or ADSs (or rights to acquire Class A Ordinary Shares or ADSs) or similar event.


 




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


 


(i)    upon
the issuance of any Class A Ordinary Shares or ADSs 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 Class A Ordinary Shares
or ADSs under any plan;


 


(ii)         upon
the issuance of any Class A Ordinary Shares or ADSs or options or rights to purchase those Class A Ordinary Shares or ADSs pursuant
to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s
Subsidiaries;


 


(iii)        upon
the repurchase of any Ordinary Shares pursuant to an open-market share repurchase program or other buyback transaction that is
not a tender offer or exchange offer of the nature described in clause (e) of this Section 14.04 above;


 


(iv)        upon
the issuance of any Class A Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued;


 


(v)         solely
for a change in the par value of the Class A Ordinary Shares or ADSs; or


 


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


 


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


 


(k)    If
an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than 1% to the Conversion
Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that
all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred
adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the Conversion Date for any Notes
(in the case of Physical Settlement), (iii) on each Trading Day of any Observation Period related to any conversion of Notes (in
the case of Cash Settlement or Combination Settlement), (iv) on the Effective Date of any Make-Whole Fundamental Change, in each
case, unless the adjustment has already been made and (v) every one year anniversary of the date of this Indenture. In addition,
the Company shall not account for such deferrals when determining whether any of the conditions described in Section 14.01(b) have
been satisfied or what number of ADSs a Holder would have held on a given day had it converted its notes.


 




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(l)    Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly deliver to the Trustee (and the Conversion Agent
if not the Trustee) an Officer’s Certificate setting forth (i) the adjusted Conversion Rate, (ii) the subsection of this
Section 14.04 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment
is based, and (iii) the date as of which such adjustment is effective, and such Officer’s Certificate shall be conclusive
evidence of the accuracy of such adjustment absent manifest error. Unless and until a Responsible Officer of the Trustee shall
have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion
Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the
Conversion Rate to each Holder at its last address appearing on the Note Register of this Indenture. Failure to deliver such notice
shall not affect the legality or validity of any such adjustment. Neither the Trustee nor any Conversion Agent shall be under any
duty or responsibility with respect to any such certificate or the information and calculations contained therein.


 


(m)    For
purposes of this Section 14.04, the number of Class A Ordinary Shares at any time outstanding shall not include Class A Ordinary
Shares held in the treasury of the Company (directly or in the form of ADSs) so long as the Company does not pay any dividend or
make any distribution on Class A Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs), but shall
include Class A Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Class A Ordinary Shares.


 


Section 14.05. Adjustments of Prices.
Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values, the Daily Settlement Amounts, the ADS Price for purposes of a Make-Whole Fundamental Change or the
Redemption Reference Price for purposes of our election to redeem the notes in connection with changes in tax laws over a span
of multiple days, the Board of Directors shall make appropriate adjustments to each to account for any adjustment to the Conversion
Rate that becomes effective pursuant to Section 14.04, or any event requiring an adjustment to the Conversion Rate pursuant to
Section 14.04 where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs, at any time
during the period when such Last Reported Sale Prices, ADS Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement
Amounts are to be calculated.


 


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


 




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Section 14.07. Effect of Recapitalizations,
Reclassifications and Changes of the Class A Ordinary Shares.


 


(a)    In
the case of:


 


(i)          any
recapitalization, reclassification or change of the ADSs or Class A Ordinary Shares (other than changes resulting from a subdivision
or combination),


 


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


 


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


 


(iv)        any
statutory share exchange,


 


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


 




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


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is practicable to the adjustments provided for in this Article 14 (it
being understood that no such adjustments shall be required with respect to any portion of the Reference Property that does not
consist of shares of Common Equity (however evidenced) or depositary receipts in respect thereof). If, in the case of any
Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination
thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then
such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such additional
provisions to protect the interests of the Holders of the Notes, including the right of Holders to require the Company to repurchase
their Notes upon a Fundamental Change pursuant to Section 15.02, as the Board of Directors shall consider necessary by reason of
the foregoing.


 


(b)    [RESERVED]


 


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


 


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


 


Section 14.08. Certain Covenants.
(a) The Company covenants that all ADSs delivered upon conversion of Notes, and all Class A Ordinary Shares represented by such
ADSs, will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue
thereof.




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


 


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


 


(d)    The
Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion
of the Notes into ADSs and the issuance, and deposit into the ADS facility, of the Class A Ordinary Shares represented by such
ADSs. The Company also undertakes to maintain, as long as any Notes are outstanding, the effectiveness of a registration statement
on Form F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered
in accordance with the terms of this Indenture, the Notes and the Deposit Agreement upon conversion of the Notes.


 


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


 




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


 


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


 


(b)    Merger
Event; or


 


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


 


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


 




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Section 14.11. Stockholder Rights Plans.
To the extent that the Company has a rights plan in effect upon conversion of the Notes, each ADS, if any, delivered upon such
conversion shall be entitled to receive (either directly or in respect of the Class A Ordinary Shares underlying such ADSs) the
appropriate number of rights, if any, and the certificates representing the ADSs delivered upon such conversion shall bear such
legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from
time to time. However, if, prior to any conversion, the rights have separated from the Class A Ordinary Shares underlying the ADSs
in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time
of separation as if the Company distributed to all or substantially all holders of the Class A Ordinary Shares Distributed Property
as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 14.12. Limit on Issuance of ADSs
Upon Conversion. Notwithstanding anything to the contrary in this Indenture, if an event occurs that would result in an increase
in the Conversion Rate by an amount in excess of limitations imposed by any shareholder approval rules or listing standards of
any national or regional securities exchange that are applicable to the Company, the Company will, at its option, either obtain
stockholder approval of any issuance of ADSs upon conversion of the Notes in excess of such limitations or pay cash in lieu of
delivering any ADSs otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP for each Trading
Day of the relevant Observation Period in respect of which, in lieu of delivering ADSs, the Company pays cash pursuant to this
Section 14.12.


 


Section 14.13. Termination of Depositary
Receipt Program. If the Class A Ordinary Shares cease to be represented by ADSs issued under a depositary receipt program sponsored
by the Company, all references in this Indenture to the ADSs shall be deemed to have been replaced by a reference to the number
of Class A Ordinary Shares (and other property, if any) represented by the ADSs on the last day on which the ADSs represented the
Class A Ordinary Shares and as if the Class A Ordinary Shares and the other property had been distributed to holders of the ADSs
on that day. In addition, all references to the Last Reported Sale Price of the ADSs will be deemed to refer to the Last Reported
Sale Price of the Class A Ordinary Shares, and other appropriate adjustments, including adjustments to the Conversion Rate, will
be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any other currency
are required, the exchange rate in effect on the date of determination will apply. The Company shall provide written notice to
the Holders, the Trustee and the Conversion Agent (if other than the Trustee) upon the occurrence of the foregoing.


 


Section 14.14. Exchange In Lieu Of Conversion.
(a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent to deliver, on or prior to the Business Day immediately following the Conversion Date, such Notes to
one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for
exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s)
must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, ADSs or a combination thereof,
as applicable, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”).
If the Company makes an Exchange Election, the Company shall, by the close of business on the Business Day following the relevant
Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes
for conversion that the Company has made the Exchange Election and the Company shall promptly notify the Designated Financial Institution(s)
of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or
delivered, as the case may be.


 




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(b)    Any
Notes exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to applicable procedures of the Depositary.
If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as
the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes
for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time,
required pursuant to this Indenture as if the Company had not made the Exchange Election.


 


(c)    The
Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not
require such Designated Financial Institution(s) to accept any Notes.


 


Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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(i)         the
events causing the Fundamental Change;


 


(ii)         the
date of the Fundamental Change;


 


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


 


(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


(vi)        the
name and address of the Paying Agent;


 


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


 


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


 


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


 


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


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company and delivered to the Trustee no
later than 2 Business Days (or such shorter period as is acceptable to the Trustee) prior to the date the Fundamental Change Company
Notice is to be sent.


 


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


 




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


 


(ii)         the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which principal amount must be
in principal amounts of US $1,000 or an integral multiple of US $1,000,


 


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


 


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


 


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


 


Section 15.04. Deposit of Repurchase
Price or Fundamental Change Repurchase Price. (a) The Company will deposit with the Paying Agent, or if the Company is acting
as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04(b)) on or prior to 10:00 a.m., New
York City time, on the Fundamental Change Repurchase Date, an amount of money sufficient to repurchase all of the Notes to be repurchased
at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Paying Agent, payment for
Notes surrendered for repurchase (and not withdrawn in accordance with Section 15.03) will be made on the later of (i) the Fundamental
Change Repurchase Date, (provided the Holder has satisfied the conditions in Section 15.02 and (ii) the time of book-entry
transfer or the delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 15.02,
as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear
in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The Paying Agent shall, promptly after such payment and upon written
demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.


 




    	 	92	 



     


    

 




(b)    If
by 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date the Paying Agent holds money sufficient to make payment
on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect
to the Notes that have been properly surrendered for repurchase to the Paying Agent and not validly withdrawn, on such Fundamental
Change Repurchase Date, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether
or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Paying Agent) and (iii) all other
rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price).


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company shall not be required to purchase,
or to make an offer to purchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at
the same time, for the same or greater price and otherwise in compliance with the requirements for an offer made by us as set forth
above in this Section 15.05 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer
in the same manner, at the same time, for the same or greater price and otherwise in compliance with the requirements for an offer
made by us as set forth above in this Section 15.05.


 


Notwithstanding anything to the contrary
in this Indenture, to the extent that the provisions of any federal or state securities laws or other applicable laws or regulations
adopted after the date on which the Notes are first issued conflict with the provisions of this Indenture relating to the Company’s
obligations to repurchase the Notes upon a Fundamental Change, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such
conflict.


 




    	 	93	 



     


    

 




Article
16

Optional Redemption


 


Section 16.01. Optional Redemption for
Changes in the Tax Law of the Relevant Taxing Jurisdiction. Other than as described in this Article 16, the Notes may not be
redeemed by the Company at its option prior to maturity. If the Company has, or on the next Interest Payment Date would, become
obligated to pay to the Holder of any Note Additional Amounts that are more than a de minimis amount, as a result of:


 


(a)    any
change or amendment on or after June 13, 2018 (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after
such date, after such later date) in the laws or any rules or regulations of a Relevant Taxing Jurisdiction; or


 


(b)    any
change on or after June 13, 2018 (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date,
after such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative
body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction
(including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative
interpretation or determination);


 


(each, a “Change in Tax Law”),
the Company may, at its option, redeem all but not part of the Notes (except in respect of certain Holders that elect otherwise
as described below) at a “Redemption Price” equal to 100% of the principal amount plus accrued and unpaid interest,
if any, to, but not including the date on which the Notes are redeemed (the “Redemption Date”), including, any
Additional Amounts with respect to such Redemption Price; provided that the Company may only redeem the Notes if: (i) the
Company cannot avoid such obligations by taking commercially reasonable measures available to the Company (provided that
changing the jurisdiction of incorporation of the Company shall be deemed not to be a commercially reasonable measure); and (ii)
the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction
and an Officer’s Certificate attesting to such Change in Tax Law and obligation to pay Additional Amounts.


 


If the Redemption Date occurs after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay on the Interest Payment Date the
full amount of accrued and unpaid interest, if any, due on such Interest Payment Date to the record holder of the Notes on the
Regular Record Date corresponding to such Interest Payment Date, and the Redemption Price payable to the Holder who presents a
Note for redemption shall be equal to 100% of the principal amount of such Note, including, for the avoidance of doubt, any Additional
Amounts with respect to such Redemption Price.


 


The Company shall give Holders of Notes
(with a copy to the Trustee) not less than 43 Scheduled Trading Days’ but no more than 60 Scheduled Trading Days’ notice
(a “Redemption Notice”) prior to the Redemption Date. Simultaneously with providing such notice, the Company
shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the
information on the Company’s website or through such other public medium as the Company may use at that time. The Redemption
Date must be a Business Day and cannot fall after the Maturity Date.


 




    	 	94	 



     


    



 


Upon receiving such notice of redemption,
each Holder shall have the right to elect to not have its Notes redeemed, in which case the Company shall not be obligated to pay
any Additional Amounts on any payment with respect to such Notes solely as a result of such Change in Tax Law that resulted in
the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change,
maturity or otherwise, and whether in cash, ADSs, or a combination thereof, Reference Property or otherwise) after the Redemption
Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the
Redemption Price), and all future payments with respect to such Notes shall be subject to the deduction or withholding of such
Relevant Taxing Jurisdiction and taxes required by law to be deducted or withheld as a result of such Change in Tax Law; provided
that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes in connection with
the Company’s election to redeem the Notes in respect of such Change in Tax Law pursuant to Section 14.03(g) the Company
shall be obligated to pay Additional Amounts, if any, with respect to such conversion.


 


Subject to the applicable procedures of
DTC in the case of Global Notes, a Holder electing to not have its Notes redeemed must deliver to the Company, with a copy to the
Paying Agent a written notice of election so as to be received by the Company and the Paying Agent or otherwise by complying with
the requirements for conversion in Section 14.02(b) prior to the close of business on the second Business Day immediately preceding
the Redemption Date. A Holder may withdraw any notice of election (other than such a deemed notice of election in connection with
a conversion) by delivering to the Company and the Paying Agent a written notice of withdrawal prior to the close of business on
the Business Day immediately preceding the Redemption Date (or, if the Company fail to pay the Redemption Price on the Redemption
Date, such later date on which the Company pays the Redemption Price). If no election is made, the Holder shall have its Notes
redeemed without any further action.


 


No Notes may be redeemed if the principal
amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.


 


Article
17

Miscellaneous Provisions


 


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


 


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


 




    	 	95	 



     


    

 




Section 17.03. Addresses for Notices,
Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by
being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is
filed by the Company with the Trustee) to Sea Limited, 1 Fusionopolis Place, #17-10, Galaxis Singapore, 138522, Attention: General
Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been given or made by
being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office
or sent electronically in PDF format. Notwithstanding any other provision of the Indenture, notices to the Trustee shall only be
deemed received upon actual receipt thereof by a Responsible Officer.


 


So long as and to the extent that the Notes
are represented by Global Notes and such Global Notes are held by DTC, notices to owners of beneficial interests in the global
notes may be given by delivery of the relevant notice to DTC for communication by it to entitled account holders.


 


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


 


Any notice or communication delivered to
a Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register or delivered
by electronic mail and shall be sufficiently given to it if so delivered within the time prescribed.


 


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


 


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


 


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


 




    	 	96	 



     


    



 


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


 


Section 17.05. Submission to Jurisdiction;
Service of Process. The Company irrevocably appoints Cogency Global Inc., 10 East 40th Street, 10th Floor, New York, N.Y. 10016
as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or
proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person
serving the same to Sea Limited, 1 Fusionopolis Place, #17-10, Galaxis Singapore, 138522 Attention: General Counsel, shall be deemed
in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take
any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for
a period of five and a half years from the date of this Indenture. If for any reason such agent shall cease to be such agent for
service of process, the Company shall forthwith appoint a new agent of recognized standing for service of process in the State
of New York and deliver to the Holders and the Trustee a copy of the new agent’s acceptance of that appointment within ten
Business Days of such acceptance. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process
in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court
of competent jurisdiction. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction
of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in
respect of its obligations hereunder or under any Note.


 


Section 17.06. Evidence of Compliance
with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to
the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish
to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this
Indenture.


 


Each Officer’s Certificate and Opinion
of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (a) a statement that
the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement
that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether
or not, in the judgment of such person, such action is permitted by this Indenture and that all covenants and conditions precedent
in the Indenture have been complied with.


 




    	 	97	 



     


    

 




Notwithstanding anything to the contrary
in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to
such Opinion of Counsel.


 


Section 17.07. Legal Holidays. In
any case where any Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date or Maturity Date is not a Business
Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business
Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.


 


Section 17.08. No Security Interest Created.
Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 17.09. Benefits of Indenture.
Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties
hereto, any Paying Agent, any Conversion Agent, any Note Registrar and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 17.10. Table of Contents, Headings,
Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.


 


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


 


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


 




    	 	98	 



     


    

 




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


 


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


 


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


 


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


 


[Remainder of page
intentionally left blank]


 




    	 	99	 



     


    

 




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


 


	 	SEA LIMITED
	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 		Name: Lynn M. Steiner
	 		Title:   Vice President
	 	 	 


 




     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


[THIS SECURITY, THE AMERICAN DEPOSITARY
SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY, IF ANY, AND THE CLASS A ORDINARY SHARES REPRESENTED THEREBY 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) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
OR (B) LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE
OF SEA LIMITED (THE “COMPANY”) (OTHER THAN AN ENTITY AFFILIATED WITH A PRINCIPAL SHAREHOLDER OF THE COMPANY
AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES IN THE INITIAL OFFERING, AND THEIR RESPECTIVE
AFFILIATES), AND


 


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


 




    		A-1	 



     


    

 




(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) TO A NON-U.S. PERSON OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR


 


(E) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY 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 THREE IMMEDIATELY PRECEDING MONTHS (OTHER THAN AN ENTITY AFFILIATED WITH A PRINCIPAL SHAREHOLDER OF THE COMPANY
AND AN ENTITY AFFILIATED WITH ONE OF THE COMPANY’S DIRECTORS THAT PURCHASED NOTES IN THE INITIAL OFFERING, AND THEIR RESPECTIVE
AFFILIATES) MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.]


 




    		A-2	 



     


    

 


SEA LIMITED



2.25% Convertible Senior Note due 2023


 


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


 


CUSIP No. [_________]


 


ISIN No. [___________]


 


Sea Limited, a company duly organized and
validly existing under the laws of the Cayman Islands (the “Company,” which term includes any successor company
or corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay
to [CEDE & CO.]2 [_______]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of US$[_______]]5,
which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
exceed US$575,000,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on July 1, 2023,
and interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 2.25% per year from June 18, 2018, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until July 1, 2023. Interest is payable semi-annually in arrears on each January 1 and
July 1, commencing on January 1, 2019, to Holders of record at the close of business on the preceding December 15 and June 15 (whether
or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section
4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein
shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to
any of such Section 4.06(d), Section 4.06(e) and Section 6.03, and any express mention of the payment of Additional Interest in
any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention
is not made.


 


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


 





 



1
Include if a Global Note.


2
Include if a Global Note.


3
Include if a Physical Note.


4
Include if a Global Note.


5
Include if a Physical note.



 




    		A-3	 



     


    



 


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


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 




    		A-4	 



     


    

 


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


 


	 	SEA LIMITED
	 	 
	 	By:	 
	 		Name:
	 		Title:


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



WILMINGTON TRUST, NATIONAL ASSOCIATION,

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

in the within-named Indenture.


 


	By:	 	 
	 	Authorized signatory	 



 



    		A-5	 



     


    

 






[FORM OF REVERSE OF NOTE]


 


SEA LIMITED

2.25% Convertible Senior Note due 2023


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.25% Convertible Senior Notes due 2023 (the “Notes”), limited to
the aggregate principal amount of US$575,000,000, all issued or to be issued under and pursuant to an Indenture dated as of June
18, 2018 (the “Indenture”), between the Company and Wilmington
Trust, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount,
subject to certain conditions specified in the Indenture. The Rule 144A Notes and the Regulation S Notes initially have separate
CUSIP numbers and will initially not be fungible.


 


In case certain Events of Default, as defined
in the Indenture, shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either
the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.
In case certain Events of Default relating to a bankruptcy (or similar proceeding) with respect to the Company or a Significant
Subsidiary of the Company shall have occurred, the principal of, and interest on, all Notes shall automatically become immediately
due and payable, as set forth in the Indenture.


 


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


 


Subject to the terms and conditions of the
Indenture, Additional Amounts will be paid in connection with any payments made and deliveries caused to be made by the Company
or any successor to the Company under or with respect to the Indenture and the Notes, including, but not limited to, payments of
principal (including, if applicable the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and
the payment of cash and/or deliveries of ADSs (together with payments for any fractional ADS) upon conversion of the Notes to ensure
that the net amount received by the beneficial owner after any applicable withholding or deduction (and after deducting any taxes
on the Additional Amounts) will equal the amount that would have been received by such beneficial owner had no such withholding
or deduction been required.


 




    		A-6	 



     


    

 




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


 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay or cause to be delivered, as the case may be, the principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place,
at the respective times, at the rate and in the lawful money or ADSs, as the case may be, herein prescribed.


 


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


 


The Company may not redeem the Notes prior
to the Maturity Date, except in the event of certain Changes in Tax Law as described in Section 16.01 of the Indenture. No sinking
fund is provided for the Notes.


 


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


 


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


 


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


 




    		A-7	 



     


    

 




ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 





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


 




    		A-8	 



     


    

 




SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


SEA LIMITED


2.25% Convertible Senior Notes due 2023


 


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


 


	Date of exchange	 	Amount of 

decrease in 

principal amount

 of this Global Note	 	Amount of 

increase in 

principal amount 

of this Global Note	 	Principal amount

 of this Global Note

 following such 

decrease or

 increase	 	Signature of

 authorized

 signatory of 

Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 



6
Include if a global note.


 




    		A-9	 



     


    

 




ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To:         SEA LIMITED


 


THE BANK OF NEW YORK MELLON, as Depositary
for the ADSs


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Conversion Agent


 


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


 


In connection with the conversion of this
Note, or the portion hereof below designated, the undersigned acknowledges, represents to and agrees with the Company that the
undersigned is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company and has not been
an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company during the three months immediately
preceding the date hereof


 


OR


 


The undersigned is an entity affiliated
with a principal shareholder of the Company or an entity affiliated with one of the Company’s directors that purchased Notes
in the initial offering and holds or beneficially owns an Affiliate Note.


 


[The undersigned further certifies:


 


1.    The
undersigned acknowledges (and if the undersigned is acting for the account of another person, that person has confirmed that it
acknowledges) that the Restricted Securities received upon conversion of this Note (or securities represented thereby) have not
been and are not expected to be registered under the Securities Act.


 




    	 	1	 



     


    



 


2.    The
undersigned further certifies that either:


 


(a)    The
undersigned is, and at the time any ADSs are delivered in conversion of its Notes will be, the holder of the ADSs and the Class
A Ordinary Shares represented thereby, and (i) the undersigned is not a U.S. person (as defined in Regulation S under the
Securities Act) and is located outside the United States (within the meaning of Regulation S) and acquired, or have agreed to acquire
and will have acquired, the Notes being converted and the ADSs and the Class A Ordinary Shares represented thereby being delivered
in the conversion outside the United States and (ii) the undersigned is not in the business of buying and selling securities
or, if the undersigned is in such business, the undersigned did not acquire the Notes being converted from the Company or any affiliate
thereof in the initial distribution of the Notes.


 


OR


 


(b)    The
undersigned is a broker-dealer acting on behalf of its customer; its customer has confirmed to the undersigned that it is, and
at the time any ADSs are delivered in conversion of our Notes will be, the holder of the ADSs and the Class A Ordinary Shares represented
thereby, and (i) it is not a U.S. person (as defined in Regulation S under the Securities Act) and it is located outside the
United States (within the meaning of Regulation S and acquired, or have agreed to acquire and will have acquired, the Notes being
converted and the ADSs and the Class A Ordinary Shares represented thereby being delivered in the conversion outside the United
States and (ii) it is not in the business of buying and selling securities or, if it is in such business, it did not acquire
the Notes being converted from the Company or any affiliate thereof in the initial distribution of the Notes.


 


OR


 


(c)    The
undersigned is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) acting for its own account or
for the account of one or more qualified institutional buyers and the undersigned is (or such account or accounts are) the sole
beneficial owner(s) of any ADSs to be received upon conversion of the Notes.


 


3.    The
undersigned acknowledges that the undersigned (and any such other account) may not continue to hold or retain any interest in Restricted
Securities received upon conversion of this Note if the undersigned (or such other account) becomes an Affiliate of the Company
(except an entity affiliated with a principal shareholder of the Company or an entity affiliated with one of the Company’s
directors that purchased Notes in the initial offering, to the extent of any ADSs received upon conversion of an Affiliate Note).


 


4.    The
undersigned agrees (and if the undersigned is acting for the account of another person, that person has confirmed that it agrees)
that, unless and until the undersigned (or such other account) is notified by the Depositary that the restrictive legend on such
Restricted Security has been removed from such security, the undersigned (and such other account) will not offer, sell, pledge
or otherwise transfer the Restricted Security (or securities represented by such Restricted Security) except in accordance with
the restrictions set forth in that legend and any applicable securities laws of the United States and any state thereof.]7


 


 



7
Include if a Restricted Security.





 




    	 	2	 



     


    

 


	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 ADSs

are to be issued, or Notes are to be

delivered, other than to and in the

name of the registered holder.


 


Fill in for registration of ADSs if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


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


 





	 	 	 	Principal amount to be converted (if less than all):
US$______,000	 
	 	 	 	 	 
	 	 	 	NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Social Security or Other Taxpayer	 
	 	 	 	Identification Number	 


  




    	 	3	 



     


    



 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:          SEA LIMITED


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Paying Agent


 


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


 


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


 


	Certificate Number(s):	 	 


 


	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 ADSs

are to be issued, or Notes are to be

delivered, other than to and in the

name of the registered holder.


  




    	 	1	 



     


    

 





Fill in for registration of ADSs if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


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


 


_________________________


Social Security or Other Taxpayer

Identification Number


 


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


 




    	 	2	 



     


    

 




ATTACHMENT 3


 


To: Wilmington Trust, National Association, as Trustee and Note
Registrar


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈      To
Sea Limited 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 [(“Rule 144A”), and the undersigned
confirms that the undersigned reasonably believes that the transferee of such Note is a “qualified institutional buyer”
(within the meaning of Rule 144A) that is purchasing for its own account or for the account of another qualified institutional
buyer and the undersigned has provided such transferee notice that the transfer is being made in reliance on Rule 144A]8;
or


 


 ̈      Outside
the United States in accordance with Regulation S 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 (if available).


 


 ̈      Whether
occurring prior to, on or after the Resale Restriction Termination Date, the undersigned represents and warrants that the Note
being transferred hereunder [is/is not] an Affiliate Note.


 





 



8
Include if Regulation S Note.


 




    		B-1	 



     


    

 




Dated: ________________________


 


	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 




    		B-2