Exhibit 4.3


 


 





GDS HOLDINGS LIMITED


 


and


 


The Bank of New York Mellon,
London Branch


 


as Trustee


 


INDENTURE


 


Dated as of [●], 2022


 


0.25%
Convertible Senior Notes due 2029


 






    


     


    




 


TABLE OF CONTENTS


 


	ARTICLE 1 Definitions	1
	 	 
	Section 1.01   Definitions	1
	Section 1.03   Interpretation	14
	ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes	14
	 	 
	Section 2.01   Designation and Amount	14
	Section 2.02   Form of Notes	15
	Section 2.03   Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	15
	Section 2.04   Execution, Authentication and Delivery of Notes	16
	Section 2.05   Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	17
	Section 2.06   Mutilated, Destroyed, Lost or Stolen Notes	22
	Section 2.07   Temporary Notes	23
	Section 2.08   Cancellation of Notes Paid, Converted, Etc.	23
	Section 2.09   ISIN and Common Code Numbers	23
	Section 2.10   Repurchases	24
	ARTICLE 3 SATISFACTION AND DISCHARGE	24
	 	 
	Section 3.01   Satisfaction and Discharge	24
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY	25
	 	 
	Section 4.01   Payment of Principal and Interest	25
	Section 4.02   Maintenance of Office or Agency	25
	Section 4.03   Appointments to Fill Vacancies in Trustee’s Office	25
	Section 4.04   Provisions as to Paying Agent	25
	Section 4.05   Existence	27
	Section 4.06   [Reserved]	27
	Section 4.07   Additional Amounts	28
	Section 4.08   Stay, Extension and Usury Laws	32
	Section 4.09   Compliance Certificate; Statements as to Defaults	32
	Section 4.10   Further Instruments and Acts	32



 






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	ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	33
	 	 
	Section 5.01   Lists of Holders	33
	Section 5.02   Preservation and Disclosure of Lists	33
	ARTICLE 6 DEFAULTS AND REMEDIES	33
	 	 
	Section 6.01   Events of Default	33
	Section 6.02   Acceleration; Rescission and Annulment	35
	Section 6.03   [Reserved]	36
	Section 6.04   Payments of Notes on Default; Suit Therefor	36
	Section 6.05   Application of Monies or Property Collected by Trustee	37
	Section 6.06   Proceedings by Holders	38
	Section 6.07   Proceedings by Trustee	39
	Section 6.08   Remedies Cumulative and Continuing	40
	Section 6.09   Direction of Proceedings and Waiver of Defaults by Majority of Holders	40
	Section 6.10   Notice of Defaults and Events of Default	41
	Section 6.11   Undertaking to Pay Costs	41
	ARTICLE 7 CONCERNING THE TRUSTEE	41
	 	 
	Section 7.01   Duties and Responsibilities of Trustee	41
	Section 7.02   Reliance on Documents, Opinions, Etc.	43
	Section 7.03   No Responsibility for Recitals, Etc.	45
	Section 7.04   Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	45
	Section 7.05   Monies to Be Held in Trust	46
	Section 7.06   Compensation and Expenses of Trustee	46
	Section 7.07   Officers’ Certificate as Evidence	46
	Section 7.08   Eligibility of Trustee	47
	Section 7.09   Resignation or Removal of Trustee	47
	Section 7.10   Acceptance by Successor Trustee	48
	Section 7.11   Succession by Merger, Etc.	48
	Section 7.12   Trustee’s Application for Instructions from the Company	49
	ARTICLE 8 CONCERNING THE HOLDERS	49
	 	 
	Section 8.01   Action by Holders	49
	Section 8.02   Proof of Execution by Holders	49
	Section 8.03   Who Are Deemed Absolute Owners	49
	Section 8.04   Company-Owned Notes Disregarded	50
	Section 8.05   Revocation of Consents; Future Holders Bound	50



 






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	ARTICLE 9 HOLDERS’ MEETINGS	50
	 	 
	Section 9.01   Purpose of Meetings	50
	Section 9.02   Call of Meetings by Trustee	51
	Section 9.03   Call of Meetings by Company or Holders	51
	Section 9.04   Qualifications for Voting	51
	Section 9.05   Regulations	51
	Section 9.06   Voting	52
	Section 9.07   No Delay of Rights by Meeting	52
	ARTICLE 10 SUPPLEMENTAL INDENTURES	53
	 	 
	Section 10.01   Supplemental Indentures Without Consent of Holders	53
	Section 10.02   Supplemental Indentures with Consent of Holders	54
	Section 10.03   Effect of Supplemental Indentures	55
	Section 10.04   Notation on Notes	55
	Section 10.05   Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	55
	ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	55
	 	 
	Section 11.01   Company May Consolidate, Etc. on Certain Terms	55
	Section 11.02   Successor Corporation to Be Substituted	56
	Section 11.03   Opinion of Counsel to Be Given to Trustee	57
	ARTICLE 12 IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS	57
	 	 
	Section 12.01   Indenture and Notes Solely Corporate Obligations	57
	ARTICLE 13 CONVERSION OF NOTES	57
	 	 
	Section 13.01   Conversion Privilege	57
	Section 13.02   Conversion Procedure; Settlement Upon Conversion	58
	Section 13.03   Forced Conversion	62
	Section 13.04   Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change and Tax Redemption	63
	Section 13.05   Adjustment of Conversion Rate	65
	Section 13.06   Adjustments of Prices	74
	Section 13.07   Ordinary Shares to Be Fully Paid	75
	Section 13.08   Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares	75
	Section 13.09   Certain Covenants	77
	Section 13.10   Responsibility of Trustee	77
	Section 13.11   Notice to Holders Prior to Certain Actions	78
	Section 13.12   Shareholder Rights Plans	78
	Section 13.13   Amendment Upon Unavailability of ADS Facility	79



 






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	ARTICLE 14 PRINCIPAL; REDEMPTION AT MATURITY	80
	 	 
	Section 14.01   Principal	80
	Section 14.02   Redemption at Maturity	80
	ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS	80
	 	 
	Section 15.01   Repurchase at Option of Holders	80
	Section 15.02   Repurchase at Option of Holders Upon a Fundamental Change	83



	Section 15.03   Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice	86
	Section 15.04   Deposit of Repurchase Price or Fundamental Change Repurchase Price	86
	Section 15.05   Covenant to Comply with Applicable Laws Upon Repurchase of Notes	87
	ARTICLE 16 REDEMPTION ONLY FOR TAXATION REASONS	87
	Section 16.01   No Redemption Except for Taxation Reasons	87
	Section 16.02   Notice of Tax Redemption	88
	Section 16.03   Payment of Notes Called for Tax Redemption for Taxation	90
	Section 16.04   Holders’ Right to Avoid Redemption	91
	Section 16.05   Restrictions on Tax Redemption	91
	Section 16.06   Withdrawal of Notice of Election to Avoid a Tax Redemption	91
	ARTICLE 17 MISCELLANEOUS PROVISIONS	91
	Section 17.01   Binding on Company’s Successors	91
	Section 17.02   Official Acts by Successor Corporation	91
	Section 17.03   Addresses for Notices, Etc.	92
	Section 17.04   Governing Law; Jurisdiction	93
	Section 17.05   Submission to Jurisdiction; Service of Process	94
	Section 17.06   Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	94
	Section 17.07   Legal Holidays	95
	Section 17.08   No Security Interest Created	95
	Section 17.09   Benefits of Indenture	95
	Section 17.10   Table of Contents, Headings, Etc.	95
	Section 17.11   Execution in Counterparts	96
	Section 17.12   Judgment Currency	96
	Section 17.13   Severability	96
	Section 17.14   Waiver of Jury Trial	96
	Section 17.15   Force Majeure	96
	Section 17.16   Calculations	97
	Section 17.17   USA PATRIOT Act	97
	  Remedies, Characterizations, other Obligations, Breaches and Injunctive Relief	97


 






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EXHIBITS


 





	 	 	 
	Exhibit A 	Form of Note 	A-1
	 	 	 
	Exhibit B 	Form of Authorization Certificate 	B-1
	 	 	 
	Exhibit C	Form of Paying and Conversion Agent, Registrar and Transfer Agent Appointment Letter	C-1



 






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INDENTURE dated as of [_], 2022, between GDS Holdings
Limited, an exempted company incorporated under the laws of the Cayman Islands, as issuer (the “Company”, as more fully
set forth in Section 1.01 (Definitions)) and The Bank of New York Mellon, London Branch, a banking corporation organized under
the laws of the State of New York with limited liability and operating through its branch in London at One Canada Square, London E14 5AL,
United Kingdom, as trustee (the “Trustee”, as more fully set forth in Section 1.01 (Definitions)).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its 0.25% Convertible Senior Notes due 2029 (the “Notes”), in the aggregate
principal amount of US$520,000,000 pursuant to 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 Conversion Notice, the Form of Fundamental Change Repurchase Notice, the Form of Repurchase Notice,
and the Form of Assignment and Transfer, as the case may be, 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 Note Registrar, 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


 


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 (Definitions) (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.


 


“Additional ADSs” shall have
the meaning specified in Section 13.04 (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Change and Tax Redemption).


 


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


 


“ADS” means an American Depositary
Share of the Company, issued pursuant to the Deposit Agreement, representing eight (8) Ordinary Shares as of the date of this Indenture,
and deposited with the ADS Custodian.


 






    1


     


    

 


“ADS
Cessation Date” shall have the meaning specified in Section 13.13 (Amendment Upon Unavailability of ADS Facility).


 


“ADS Custodian” means JPMorgan
Chase Bank, N.A., with respect to the ADSs delivered pursuant to the Deposit Agreement, or any successor entity thereto.


 


“ADS Depositary” means JPMorgan
Chase Bank, N.A., as depositary for the ADSs, or any successor entity thereto.


 


“ADS Price” shall have the meaning
specified in Section 13.04(c) (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Change and Tax Redemption).


 


“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.


 


“Agents” means the Paying Agent,
the Note Registrar and the Conversion Agent appointed pursuant to Section 4.02 or a Paying and Conversion
Agent, Registrar and Transfer Appointment Letter in the form of Exhibit C.


 


“Amendment Event” shall have
the meaning specified in Section 13.13 (Amendment Upon Unavailability of ADS Facility).


 


“Applicable Tax Law” shall have
the meaning specified in Section 4.07 (Additional Amounts).


 


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


 


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


 


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


 


“Business Day” means, with
respect to any Note, any day other than a Saturday, Sunday or day on which banking institutions or trust companies in the Cayman
Islands, Hong Kong, London or Beijing are, or the Federal Reserve Bank of New York is, authorized or required by law or executive
order to close or to be closed.


 


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


 






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“CCASS”
means the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited.


 


“Change in Law” shall have the
meaning set forth in the definition of “Fundamental Change”.


 


“Change in Tax Law” shall have
the meaning specified in Section 16.01(a) (No Redemption Except for Taxation Reasons).


 


“Class
A Ordinary Shares” means the Class A ordinary shares of the Company, par value US$0.00005 per share, at the date of this Indenture,
subject to Section 13.08 (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares).


 


“Class B Ordinary Shares” means
the Class B ordinary shares of the Company, par value US$0.00005 per share, at the date of this Indenture, subject to Section 13.08 (Effect
of Recapitalizations, Reclassifications and Changes of the Ordinary Shares).


 


“Clause A Distribution” shall
have the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“Clause B Distribution” shall
have the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“Clause C Distribution” shall
have the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“Clearstream” means Clearstream
Banking S.A.


 


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


 


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


 


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


 


“Common Depositary” means, with
respect to each Global Note, the Person specified in Section 2.05(c) (Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary) as the Common 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, “Common Depositary” shall mean or include
such successor.


 


“Common Equity” of any Person
means ordinary share capital or 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 (Consolidation, Merger, Sale, Conveyance
and Lease), shall include its successors and assigns.


 


“Company Group” shall have the
meaning set forth in the definition of “Fundamental Change”.


 






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“Company Notice” shall have
the meaning specified in Section 15.01(a) (Repurchase at Option of Holders).


 


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


 


“Conversion Agent” shall have
the meaning specified in Section 4.02 (Maintenance of Office or Agency).


 


“Conversion Date” shall have
the meaning specified in Section 13.02(c) (Conversion Procedure; Settlement Upon Conversion).


 


“Conversion Notice” shall have
the meaning specified in Section 13.02(b) (Conversion Procedure; Settlement Upon Conversion).


 


“Conversion Obligation” shall
have the meaning specified in Section 13.01 (Conversion Privilege).


 


“Conversion Rate” shall have
the meaning specified in Section 13.01 (Conversion Privilege).


 


“Conversion Right” shall have
the meaning specified in Section 13.01 (Conversion Privilege).


 


“Conversion Securities” means
(i) if the Conversion Date occurs prior to the Distribution Compliance Period Termination Date, (x) Ordinary Shares in the form of ADS
or (y) Ordinary Shares registered in the Cayman Islands, which in each case bears the legend set forth in Section 2.05(d), as may be elected
by the relevant Holder in writing in the Conversion Notice and (ii) if the Conversion Date occurs after the Distribution Compliance Period
Termination Date, (x) Ordinary Shares in the form of ADS, (y) Ordinary Shares registered in the Company’s Hong Kong share registry
or (z) Ordinary Shares registered in the Cayman Islands, as may be elected by the relevant Holder in writing in the Conversion Notice.


 


“Corporate Trust Office” means
an office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is
located at One Canada Square, London E14 5AL, United Kingdom and shall include a reference to the Hong Kong Branch located at Level
26, Three Pacific Place, 1 Queen's Road East, Hong Kong, Attention: Global Corporate Trust, Fax: +852
2295 3283, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the
corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice
to the Holders and the Company).


 






    4


     


    

 


“Daily VWAP” means, for any
Trading Day, the per share volume-weighted average price of the ADS on The NASDAQ Global Market as displayed under the heading “Bloomberg
VWAP” on Bloomberg page “GDS US <EQUITY> VWAP” (or, if such page is not available, its equivalent successor page)
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 price method, by a nationally recognized independent investment banking firm selected by the Company). The Daily
VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.


 


“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 Repurchase Price, the Tax Redemption Price, the Fundamental Change Repurchase
Price, principal and interest) that are payable but are not punctually paid or duly provided for (without taking into account any applicable
grace period).


 


“Deposit Agreement” means the
deposit agreement dated as of November 1, 2016, by and among the Company, the ADS Depositary and all holders from time to time of ADSs
issued thereunder or, if amended or supplemented as provided therein, as so amended or supplemented (including, without limitation, by
the certain Restricted Issuance Agreement among GDS Holdings Limited, JP Morgan Chase Bank, N.A., as Depositary, and Holders of Restricted
ADRs).


 


“Distribution Compliance Period Termination
Date” shall have the meaning specified in Section 2.05(c) (Exchange and Registration of Transfer of Notes; Restrictions on
Transfer; Depositary).


 


“Distributed Property” shall
have the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“Effective Date” shall have
the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“Electronic Means” shall mean
the following communications methods: (i) non-secure methods of transmission or communication such as e-mail and facsimile transmission
and (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the
Trustee and/or the Agents, or another method or system specified by the Trustee and/or the Agents as available for use in connection with
its services hereunder.


 






    5


     


    

 



 


“Euroclear” means Euroclear
Bank SA/NV.


 


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


 


“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.


 


“Expiration Date” shall have
the meaning specified in Section 13.05(e) (Adjustment of Conversion Rate).


 


“Expiring Rights” means any
rights, options or warrants to purchase Conversion Securities that expire on or prior to the Maturity Date.


 


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


 


“Form of Assignment and Transfer”
shall mean the “Form of Assignment and Transfer” attached as Attachment 4 to the Form of Note attached hereto as Exhibit A.


 


“Form of Conversion Notice”
shall mean the “Form of Conversion Notice” attached as Attachment 1 to 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 Repurchase Notice”
shall mean the “Form of Repurchase Notice” attached as Attachment 3 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)       (1)
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than:


 


		(x)	the Company and its Subsidiaries, and



 


		(y)	any party (together with any other “person” or “group” subject to aggregation of the Class A ordinary share
capital of the Company (including Class A ordinary share capital held in the form of ADSs) with such party under Section 13(d) of the
Exchange Act) that has filed a Schedule 13D with the Securities and Exchange Commission pursuant to the Exchange Act indicating that,
as of the date of the Purchase Agreement such party is the “beneficial owner”
of at least 20.0% of the voting power of the Company’s Class A ordinary share capital (including Class A ordinary share capital
held in the form of ADSs) (such party a “Major Shareholder”),



 


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”
of the Class A ordinary share capital (including Class A ordinary share capital held in the form of ADSs) of the Company representing
more than 50.0% of the number of the Class A Ordinary Shares outstanding (including Class A Ordinary Shares held in the form of ADSs)
of the Company; or


 






    6


     


    

 


(2) any Major Shareholder (together with
any other “person” or “group” subject to aggregation of the Class A ordinary share capital (including ordinary
share capital held in the form of ADSs) of the Company with such Major Shareholder under Section 13(d) of the Exchange Act) has become
the direct or indirect “beneficial owners” of the ordinary share capital (including ordinary share capital held in the form
of ADSs) of the Company representing, in the aggregate, more than 66.67% of the voting power of the Class A ordinary share capital (including
Class A ordinary share capital held in the form of ADSs) of the Company;


 


provided that, as used in this clause
(a)(1), the term “beneficial owner” shall have the meaning defined in Rule 13d-3 under the Exchange Act;


 


		(b)	the consummation of (1) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changes
resulting from a subdivision or combination) as a result of which the Ordinary Shares or the ADSs would be converted into, or exchanged
for, stock, other securities, other property or assets; (2) any share exchange, consolidation or merger of the Company, or any similar
transaction, pursuant to which the Ordinary Shares or the ADSs will be converted into cash, securities or other property; or (3) any
conveyance, sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s wholly-owned Subsidiaries;
provided, however, that a transaction described in clause (2) in which the holders of all classes of the ordinary share capital
of the Company 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-à-vis each other as their 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 (other than in a transaction
described in clause (b) above);



 


		(d)	the ADSs or the Ordinary Shares (or other Common Equity into which the Notes are then convertible) cease to be listed on both (i)
The NASDAQ Global Market (or its successor) and (ii) the Hong Kong Stock Exchange (or its successor), unless the ADSs or Ordinary Shares
(or other Common Equity into which the Notes are then convertible) are listed for trading on any other U.S. Exchange or Permitted Exchange,
or the ADSs are suspended from trading in The NASDAQ Global Market (or its successor) for thirty (30) consecutive Trading Days; or



 


		(e)	(i) there is any change in or amendment to the laws, regulations and rules of the PRC (including any political subdivision or regulatory
authority thereof or therein) or the official interpretation or official application thereof (any such event, a “Change in Law”)
that results in (x) the Company, the Company’s Subsidiaries and its consolidated affiliated entities (collectively, the “Company
Group”) (as in existence immediately subsequent to such Change in Law), as a whole, being legally prohibited from operating substantially
all of the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) as of the last
date of the period described in the Company’s consolidated financial statements for the most recent fiscal quarter and (y) the Company
being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group
(as in existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial
statements for the most recent fiscal quarter and (ii) the Company has not furnished to the Trustee, prior to the date that is six months
after the date of the Change in Law, an opinion from an independent financial advisor or an independent legal counsel stating either (x)
that the Company is able to continue to derive substantially all of the economic benefits from the business operations conducted by the
Company Group (as in existence immediately prior to such Change in Law), taken as a whole, as reflected in the Company’s consolidated
financial statements for the most recent fiscal quarter (including after giving effect to any corporate restructuring or reorganization
plan of the Company Group) or (y) that such Change in Law would not materially adversely affect the Company’s ability to make principal
and interest payments on the Notes when due or to convert the Notes in accordance herewith;



 


provided, however, that a
transaction or event described in clause (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) in the transaction or
event that would otherwise constitute a Fundamental Change consists of shares of Common Equity or ADSs in respect of Common Equity
that are listed on a U.S. Exchange or that will be so listed when issued or exchanged in connection with such transaction or event
that would otherwise constitute a Fundamental Change under clause (b) of the definition thereof, and as a result of such
transaction or event, the Notes become convertible into such consideration, excluding cash payments for any fractional ADSs (subject
to settlement in accordance with the provisions of Article 13 (Conversion of Notes)); for the avoidance of doubt, an event
that is not considered a Fundamental Change pursuant to this proviso shall not be a Fundamental Change solely because such
event could also be subject to clause (a) above.


 






    7


     


    

 


“Fundamental Change Company Notice”
shall have the meaning specified in Section 15.02(b) (Repurchase at Option of Holders Upon a Fundamental Change).


 


“Fundamental Change Repurchase Date”
shall have the meaning specified in Section 15.02 (Repurchase at Option of Holders Upon a Fundamental Change).


 


“Fundamental Change Repurchase Notice”
shall have the meaning specified in Section 15.02(a)(i) (Repurchase at Option of Holders Upon a Fundamental Change).


 


“Fundamental Change Repurchase Price”
shall have the meaning specified in Section 15.02 (Repurchase at Option of Holders Upon a Fundamental Change).


 


“Global Note” shall have the
meaning specified in Section 2.05(b) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary).


 


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


 


“Hong Kong” means Hong Kong
Special Administrative Region of the PRC.


 


“Hong Kong Stock Exchange” means
The Stock Exchange of Hong Kong Limited.


 


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


 


“Interest Payment Date” means
each [_] and [_] of each year or, if the relevant date is not a Business Day, the immediately following Business Day, beginning on [_],
2022.


 


“Judgment Currency” shall have
the meaning specified in Section 17.12 (Judgment Currency).


 


“Last Reported Sale Price” of
the ADSs on any Trading Day 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 listed. 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.


 






    8


     


    

 


“Major Shareholder” has the
meaning set forth in the definition of “Fundamental Change”.


 


“Make-Whole Fundamental Change”
means any transaction or event described in clause (a), (b), (d) or (e) 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 (e) of the definition
thereof, but without regard to the proviso in clause (b) of the definition thereof).


 


“Market Disruption Event” means,
if the ADSs are listed for trading on The NASDAQ Global Market or another United States national or regional securities exchange or if
the ADSs or Ordinary Shares are listed for trading on another market, the occurrence or existence during the one-half hour period ending
on the scheduled close of trading on any scheduled Trading Day of any material suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the ADSs or Ordinary Shares or in
any options, contracts or futures contracts relating to the ADSs or Ordinary Shares.


 


“Maturity Date” means [7
years from the settlement date].


 


“Maturity Redemption Price”
shall have the meaning specified in Section 14.02 (Redemption at Maturity).


 


“Merger Event” shall have the
meaning specified in Section 13.08(a) (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares).


 


“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) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary).


 


“Note Registrar” shall have
the meaning specified in Section 2.05(a) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary).


 


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


 


“Officers’ Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any two Officers of
the Company. Each such certificate shall include the statements provided for in Section 17.06 (Evidence of Compliance with Conditions
Precedent; Certificates and Opinions of Counsel to Trustee) if and to the extent required by the provisions of such Section. One of
the Officers giving an Officers’ Certificate pursuant to Section 4.09 (Compliance Certificate; Statements as to Defaults)
shall be the principal executive, financial or accounting officer of the Company.


 






    9


     


    

 


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


 


“Opinion of Counsel” means an
opinion in writing signed by legal counsel and in a form reasonably acceptable to the Trustee, who may be an employee of or counsel to
the Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 17.06 (Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee)
if and to the extent required by the provisions of such Section 17.06 (Evidence of Compliance with Conditions Precedent; Certificates
and Opinions of Counsel to Trustee).


 


“Ordinary Shares” means the
Class A Ordinary Shares.


 


“outstanding,” when used with
reference to Notes, shall, subject to the provisions of Section 8.04 (Company-Owned Notes Disregarded), mean, as of any particular
time, all Notes authenticated and delivered by the Note Registrar 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 (Mutilated, Destroyed, Lost or Stolen Notes) 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 (Mutilated,
Destroyed, Lost or Stolen Notes) unless proof satisfactory to the Note Registrar is presented that any such Notes are held by protected
purchasers in due course;



 


		(d)	Notes converted pursuant to Article 13 (Conversion of Notes) and required to be cancelled pursuant to Section 2.08 (Cancellation
of Notes Paid, Converted, Etc.);



 


		(e)	Notes repurchased by the Company pursuant to Section 2.10 (Repurchases);



 


		(f)	Notes repurchased by the Company pursuant to Section 15.01 (Repurchase at Option of Holders) and Section 15.02 (Repurchase
at Option of Holders Upon a Fundamental Change); and



 


		(g)	Notes repurchased by the Company pursuant to Article 16 (Redemption Only for Taxation Reasons).



 


“Paying Agent” shall have the
meaning specified in Section 4.02 (Maintenance of Office or Agency).


 






    10


     


    

 


“Permitted Exchange” means the
Hong Kong Stock Exchange or any other reputable international stock exchange (or any of their respective successors).


 


“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$200,000 principal amount and integral multiples of US$1,000
in excess thereof.


 


“PRC” means the People’s
Republic of China (for the purpose of this Indenture only, excluding Hong Kong, the Macao Special Administrative Region and Taiwan).


 


“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 (Mutilated, Destroyed, Lost or Stolen Notes) 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.


 


“Principal Office” means the
office of the Paying and Conversion Agent at which the business of the Paying and Conversion Agent is principally administered, which
at the date of this Indenture is located at One Canada Square, London E14 5AL, United Kingdom, Attn: Corporate Trust Administration –
GDS Holdings Limited, facsimile number: +44 1202 689660, and shall also include a reference to The Bank of New York Mellon, Hong Kong
Branch, located at Level 26, Three Pacific Place, 1 Queen’s Road East, Hong Kong, Attn: Global Corporate Trust, facsimile number:
+852 2295 3283.


 


“Purchase Agreement” means that
certain Purchase Agreement, dated as of February 21, 2022 among the Company and SCC Infrastructure I 2021-A (BVI), L.P., SCC Infrastructure
I Holdco A, Ltd., Reco Millienium Pte Ltd and Ceningan Investment Pte Ltd, relating to the issuance and sale of the Notes.


 


“Record
Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Conversion Securities
(or other applicable security) have the right to receive any cash, securities or other property or in which the Conversion Securities
(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).


 


“Reference Property” shall have
the meaning specified in Section 13.08(a) (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares).


 


“Regular Record Date,” with
respect to any Interest Payment Date, shall mean the [_] or [_] (whether or not such day is a Business Day) immediately preceding the
applicable [_] or [_] Interest Payment Date, respectively.


 






    11


     


    

 


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


 


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


 


“Repurchase Date” shall have
the meaning specified in Section 15.01(a) (Repurchase at Option of Holders).


 


“Repurchase Expiration Time”
shall have the meaning specified in Section 15.01(a) (Repurchase at Option of Holders).


 


“Repurchase Notice” shall have
the meaning specified in Section 15.01(a) (Repurchase at Option of Holders).


 


“Repurchase Price” shall have
the meaning specified in Section 15.01(a) (Repurchase at Option of Holders).


 


“Responsible Officer” means
any managing director, vice president, trust associate, relationship manager, transaction manager, client service manager, any trust officer
or any other officer located at the Corporate Trust Office who customarily performs functions similar to those performed by any persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and in each such case, who shall have direct responsibility for the administration
of this Indenture.


 


“Restricted Securities” shall
have the meaning specified in Section 2.05(c) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary).


 


“Scheduled Trading Day” means
a day that is scheduled to be a trading day on the primary United States 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.”


 


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


 


“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.


 


“Spin-Off” shall have the meaning
specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“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, which shall, for the avoidance of doubt, include any variable interest entity whose assets and
financial results are consolidated with the assets and financial results of such Person and are recorded on the financial statements
of such Person for financial reporting purposes in accordance with applicable accounting standards (each a “VIE”)
and any Subsidiary of such VIEs.


 






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“Successor Company” shall have
the meaning specified in Section 11.01(a) (Company May Consolidate, Etc. on Certain Terms).


 


“Tax Redemption” shall have
the meaning specified in Section 16.01 (No Redemption Except for Tax Reasons).


 


“Tax Redemption Date” shall
have the meaning specified in Section 16.02(a) (Notice of Tax Redemption).


 


“Tax Redemption Notice” shall
have the meaning specified in Section 16.02(a) (Notice of Tax Redemption).


 


“Tax Redemption Price” means,
for any Notes to be redeemed pursuant to Section 16.01 (No Redemption Except for Taxation Reasons), 100% of the principal amount
of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Tax Redemption Date (unless the Tax Redemption Date falls
after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Tax Redemption Price
will be equal to 100% of the principal amount of such Notes) including, for the avoidance of doubt, any Additional Amounts with respect
to such amount.


 


“Trading
Day” means a scheduled trading day on which (i) trading in the ADSs generally occurs on The NASDAQ Global Market or, if the
ADSs are not then listed on The NASDAQ Global Market, on the principal other United States national or regional securities exchange on
which the ADSs are then listed or, if the ADSs or Ordinary Shares are not then listed on a United States national or regional securities
exchange, on the principal other market on which the ADSs or Ordinary Shares are then traded, and (ii) there is no Market Disruption Event;
if the ADSs are not so listed or traded, “Trading Day” means a “Business Day.”


 


“transfer” shall have the meaning
specified in Section 2.05(c) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary).


 


“Trigger Event” shall have the
meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


“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 13.08(a) (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares).


 


“U.S. Dollar”, “US$”
or “$” means the legal currency of the United States of America.


 






    13


     


    

 


“U.S. Exchange” means any of
The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors).


 


“U.S. Person” shall have the
meaning as such term is defined under Regulation S.


 


“Valuation Period” shall have
the meaning specified in Section 13.05(c) (Adjustment of Conversion Rate).


 


Section
1.03        Interpretation.


 


		(a)	Headings used in this Indenture are for ease of reference only and shall be ignored in interpreting this Indenture.



 


		(b)	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.



 


		(c)	References to Sections and Exhibits are references to Sections and Exhibits of or to this Indenture.



 


		(d)	Words and expressions in the singular include the plural and vice versa and words and expressions importing one gender include every
gender.



 


		(e)	Whenever the words “include,” “includes” or “including” are used in this Indenture, they are deemed
to be followed by the words “without limitation.”



 


ARTICLE
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01       
Designation and Amount. The Notes shall be designated as the “0.25% Convertible Senior Notes due 2029”
and shall bear interest at the rate of 0.25% per annum. The aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is limited to US$520,000,000 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 (Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary), Section 2.06 (Mutilated, Destroyed, Lost or Stolen Notes), Section 2.07 (Temporary Notes),
Section 10.04 (Notation on Notes), Section 13.02 (Conversion Procedure; Settlement Upon Conversion) and Section 15.04 (Deposit
of Repurchase Price or Fundamental Change Repurchase Price).


 






    14


     


    

 


Section 2.02       
Form of Notes. The Notes and the 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. To the extent any provision of any Note conflicts with
the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.


 


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
Common Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations
of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to
conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are
subject.


 


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


 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby
may from time to time be increased or reduced to reflect repurchases, redemptions, cancellations, conversions, transfers or exchanges
permitted hereby. Any endorsement of the 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 in such manner and upon instructions given by the Holder of such
Notes in accordance with this Indenture. Payment of principal (including the Repurchase Price, the Tax Redemption Price and the Fundamental
Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the 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$200,000 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 at a fixed rate equal to 0.25% per annum, on the outstanding
principal amount of the Notes from the date specified on the face of such Note until all the outstanding principal amounts are fully
repaid; provided that if any portion of the principal amount is duly converted, exchanged, redeemed, repurchased or otherwise
cancelled in accordance with the terms of this Indenture, interest shall cease to accrue on the portion of the principal amount so converted,
exchanged, redeemed, repurchased or otherwise cancelled. Accrued interest on the Notes shall be payable on each Interest Payment Date
and be computed on the basis of a 360-day year composed of twelve 30-day months and, for any partial month, on a pro rata basis based
on the number of days actually elapsed over a 30-day month. The principal amount of the Notes may not be prepaid, in whole or in part,
prior to the Maturity Date without the written consent of the Holder, except as provided in Article 16 (Redemption only for Taxation
Reasons).


 


(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, which shall initially
be the Principal Office. The Company shall pay, or cause the Paying Agent to pay, interest (i) on Physical Notes, if any, (A) to Holders
holding Physical Notes, if any, having an aggregate principal amount of US$1,000,000 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$1,000,000, either by check mailed (at the Company’s expense) to such Holders or, upon
application by such Holder to the Note Registrar 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 Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account
of the Common Depositary or its nominee. So long as the Notes are held in global form, all payments in respect of the Global Note will
be made to the Holder thereof as of the close of business (of the relevant clearing system) on the Clearing System Business Day before
the due date for such payments, where “Clearing System Business Day” means a weekday (Monday to Friday, inclusive)
except December 25 and January 1.


 






    15


     


    

 


(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 1.00%, 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 as provided in
Section 2.03(d) (Date and Denomination of Notes; Payments of Interest and Defaulted Amounts) below.


 


(d)               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), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be
paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such
Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the
Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class
postage prepaid (at the Company’s expense), to each Holder at its address as it appears in the Note Register or, in the case
of Global Notes, sent electronically in accordance with the applicable rules and procedures of Euroclear and/or Clearstream, not
less than 10 days prior to such special record date, in the form of notice prepared by the Company. Notice of the proposed payment
of such Defaulted Amounts and the special record date therefor having been so sent, 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.


 


Section
2.04        Execution,
Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer or Chief Financial Officer. With the delivery of this Indenture, the Company is furnishing,
and from time to time thereafter may furnish, a certificate substantially in the form of Exhibit B (an “Authorization Certificate”)
identifying and certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee
receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate
delivered to it for purposes of determining the relevant authorized Officers. 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 Note Registrar.


 


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 Note Registrar for authentication, together
with a Company Order for the authentication and delivery of such Notes, and the Note Registrar in accordance with such Company Order shall
authenticate and deliver such Notes, without any further action by the Company hereunder.


 


The Company Order shall specify the amount of Notes
to be authenticated (including the initial amount of the 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 Note Registrar shall thereupon authenticate and deliver said Notes to or upon the written order of the Company
(as set forth in such Company Order).


 






    16


     


    

 


The Note Registrar shall have the right to decline
to authenticate and deliver any Notes under this Indenture (a) unless and until it receives from the Company a Company Order instructing
it to so authenticate and deliver such Notes and an Officers’ Certificate and Opinion of Counsel in accordance with Section 17.06
(Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee) hereof ; (b) if the Trustee
determines that such action may not lawfully be taken; or (c) if the Trustee determines that such action would expose to Trustee to personal
liability, unless indemnity and/or security and/or pre-funding satisfactory to the Trustee against such liability is provided to the Trustee
and Note Registrar.


 


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 Note Registrar, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate
by the Note Registrar 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 Note
Registrar, 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 a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section
4.02 (Maintenance of Office or Agency), 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 Bank of New York Mellon SA/NV,
Dublin Branch] 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 (Maintenance of
Office or Agency).


 


Prior to the Distribution Compliance Period
Termination Date, upon surrender for registration of transfer of any Physical Notes 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 Note
Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Physical Notes,
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 Distribution Compliance Period Termination Date, upon surrender for registration of transfer of any
Physical 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 Note Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Physical Notes of any authorized denominations and of a like aggregate principal amount
and not bearing the restrictive legends required by Section 2.05(c).


 


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


 






    17


     


    

 


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


 


None of the Company, the Trustee, the Note Registrar
or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion
of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note,
surrendered for repurchase (and not withdrawn) in accordance with Article 15 (Repurchase of Notes at Option of Holders).


 


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.


 


The Trustee shall have no responsibility or obligation
to any direct or indirect participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions,
of Euroclear and/or Clearstream or any participant or member thereof, with respect to any ownership interest in the Notes or with respect
to the delivery to any direct or indirect participant or other Person (other than the Common Depositary) of any notice (including any
notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to
the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered
Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global
Note shall be exercised only through the Common Depositary subject to the customary rules and procedures of Euroclear and/or Clearstream.
The Trustee may rely and shall be fully protected in relying upon information furnished by Euroclear and/or Clearstream with respect to
their direct or indirect participants.


 


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


 


(b)              
So long as the Notes are eligible for book-entry settlement with Euroclear and/or Clearstream, 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 Common Depositary or the nominee of the Common Depositary for the accounts
of Euroclear and Clearstream. 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 Common Depositary in accordance with this Indenture (including the restrictions on transfer
set forth herein), and the rules and procedures of Euroclear and/or Clearstream.


 


(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 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.


 






    18


     


    

 


Until the date (the “Distribution Compliance
Period Termination Date”) that is the later of (1) the date that is 40 days after the date hereof, and (2) such later date,
if any, as may be required by applicable law, any certificate evidencing a Note (and all securities issued in exchange therefor or substitution
thereof, other than ADSs (including the 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 unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 


THE SECURITIES REPRESENTED
BY THIS INSTRUMENT AND INTO WHICH THEY MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTE SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, THE ACQUIRER:


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS NOT A U.S. PERSON AND IS LOCATED OUTSIDE THE UNITED STATES (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, AND HAS NOT BEEN FOR THE IMMEDIATELY PRECEDING THREE MONTHS, AN AFFILIATE OF GDS HOLDINGS LIMITED (THE “COMPANY’’),
AND


 


(2)       AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, 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 NON-U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D)
ABOVE, THE COMPANY, THE COMMON 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
(“RULE 144”)) 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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.


 






    19


     


    

 


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


 


The Company shall promptly notify the Trustee upon
the occurrence of the Distribution Compliance Period Termination Date and after a registration statement, if any, with respect to the
Notes or the ADSs (including the Ordinary Shares represented thereby) issued upon conversion of the Notes has been declared effective
under the Securities Act.


 


Ownership of beneficial interests in the Global
Notes (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons
that may hold interests through such participants. Book-entry interests will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by Euroclear and Clearstream and their participants. Except as set forth in this Section
2.05(c), the book-entry interests will not be held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective
book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The
laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form.
The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests. So long as the Notes are held in global
form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of the Global Notes.
As such, participants must rely on the rules and procedures of Euroclear and Clearstream and indirect participants must rely on the procedures
of the participants through which they own book-entry interests in order to transfer their interests in the Notes or to exercise any rights
of Holders under this Indenture.


 


Each Global Note shall be deposited with and registered
in name of the nominee of the common depositary for Euroclear and Clearstream (the “Common Depositary”), which shall
initially be The Bank of New York Depository (Nominees) Limited.


 


If (i) the Common Depositary notifies the Company
at any time that the Common Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary
is not appointed within 90 days, (ii) either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous
period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or
does in fact do so or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any
Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Note Registrar, upon
receipt of an Officers’ 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.


 


Persons exchanging interests in the Global Notes
for Physical Notes pursuant to this Section 2.05(c) shall be required to provide to the Note Registrar, through the relevant clearing
system, written instructions and other information required by the Company and the Note Registrar to complete, execute and deliver such
Physical Notes. Physical Notes delivered in exchange for the Global Notes or beneficial interests therein will be registered in the names,
and issued in any approved denominations, requested by the relevant clearing system.


 


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


 


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


 






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(d)              
Until the Distribution Compliance Period Termination Date, any stock certificate representing ADSs (including the Ordinary Shares
represented thereby) issued upon conversion of a Note shall bear a legend in substantially the following form (unless the Note or such
ADSs (including the Ordinary Shares represented thereby) 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 such ADSs (including
the Ordinary Shares represented thereby) have been issued upon conversion the 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 unless otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the ADSs):


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE DATE of the issuance of the note
converted into these Securities, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOTE SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE of
the issuance of the note converted into these Securities, THE ACQUIRER:


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS NOT A U.S. PERSON AND IS LOCATED OUTSIDE THE UNITED STATES (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, AND HAS NOT BEEN FOR THE IMMEDIATELY PRECEDING THREE MONTHS, AN AFFILIATE OF GDS HOLDINGS LIMITED (THE “COMPANY’’),
AND


 


(2)       AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE of
the issuance of the note converted into these Securities, 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 NON-U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D)
ABOVE, THE COMPANY, THE COMMON 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
(“RULE 144”)) 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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR A BENEFICIAL INTEREST HEREIN.


 






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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 transfer agent for the ADSs, 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).


 


(e)              
Any Note or ADS delivered upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
may not be resold by such Affiliate 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 under the Securities Act). The Company shall
cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08 (Cancellation
of Notes Paid, Converted, Etc).


 


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 the receipt of a Company Order, the Note Registrar 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 Note Registrar 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 Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note,
but the Company and the Trustee 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 redemption or is about to be converted in accordance with Article 13 (Conversion
of Notes) 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.


 






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


 


Section 2.07       
Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Note Registrar shall, upon
receipt of a Company Order, 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 Note Registrar 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 Note Registrar 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 (Maintenance of Office or Agency) and the Note Registrar shall, upon
receipt of a Company Order, 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 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 in the case of Notes surrendered for registration of 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 cancel such Notes in accordance with its customary procedures and, after such cancellation, shall deliver a certificate
of such cancellation to the Company, at the Company’s written request in a Company Order.


 


Section 2.09       
ISIN and Common Code Numbers. The Company in issuing the Notes may use “ISIN” and “Common Code”
numbers (if then generally in use), and, if so, the Trustee shall use “ISIN” and “Common Code” 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 “ISIN”
and “Common Code” numbers.


 






    23


     


    

 


Section 2.10       
Repurchases. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such
Notes are surrendered to the Company), repurchase the Notes in the open market or otherwise, whether by the Company or through its Subsidiaries
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 (Cancellation of Notes Paid,
Converted, Etc) and upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer
be considered outstanding under this Indenture upon their repurchase. 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 (Cancellation of Notes Paid, Converted,
Etc) and will continue to be considered outstanding for purposes of this Indenture, subject to the provisions of Section 8.04 (Company-Owned
Notes Disregarded).


 


ARTICLE
3

SATISFACTION AND DISCHARGE


 


Section 3.01       
Satisfaction and Discharge. This Indenture shall, upon request of the Company contained in an Officers’ Certificate
cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 (Mutilated, Destroyed, Lost or Stolen Notes)
and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 4.04(d) (Provisions as to Paying Agent)) have been
delivered to the Trustee for cancellation; or (ii) the Company has deposited cash with the Trustee or delivered ADSs to Holders (solely
to satisfy the Company’s Conversion Obligation, if applicable), as applicable, after the Notes have become due and payable, whether
on the Maturity Date, the Repurchase Date, any Fundamental Change Repurchase Date, upon Tax Redemption or conversion or otherwise, sufficient
to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company (including, without limitation,
sums due to the Trustee with respect to the Notes); and (b) the Company has delivered to the Trustee an Officers’ 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 (Compensation and Expenses of Trustee) shall survive.


 






    24


     


    

 


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 Repurchase Price, the Tax 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 an office or agency (which will be the Principal 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 and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made at the Principal Office; provided, however, the legal service of process against the Company shall in no circumstances
be made at an office of the Trustee.


 


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. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion
Agent” include any such additional or other offices or agencies, as applicable.


 


The Company has initially appointed The Bank of
New York Mellon, London Branch as the Paying and Conversion Agent and [The Bank of New York Mellon SA/NV, Dublin Branch] as the Registrar
and the Transfer Agent as listed in Exhibit C hereof.


 


Section 4.03       
Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.09 (Resignation or Removal of Trustee), 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 Repurchase Price, Tax 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;


 






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(ii)             
 that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the
Repurchase Price, Tax 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 Repurchase Price, Tax 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 sufficient to pay such principal (including the Repurchase
Price, the Tax 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 of any failure to take such action; provided that
such deposit must be received by the Paying Agent by 10:00 a.m., London time, on the Business Day immediately preceding the relevant due
date. The Paying Agent shall not be bound to make any payment until it has received, in immediately available and cleared funds, an amount
which shall be sufficient to pay, as applicable, the aggregate amount of principal (including the Repurchase Price, the Tax Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when such principal
or interest shall become due and payable. The Paying Agent shall not be responsible or liable for any delay in making the payment if it
does not receive funds before 10:00 a.m. on the payment date. The Company shall
procure that, before 10:00 a.m., London time, on the second Business Day before each payment date, the bank effecting payment for it has
confirmed by facsimile to the Paying Agent the payment instructions relating to such payment.


 


(b)              
If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Repurchase
Price, Tax 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
Repurchase Price, Tax 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 Repurchase Price, Tax 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. Upon an Event of Default under Section 6.01(i)
or Section 6.01(j), the Trustee shall automatically become the Paying Agent.


 


(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.


 






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(d)              
Subject to applicable abandoned property law and the Trustee’s and the Paying Agent’s customary procedures, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal (including the Repurchase
Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, any Note
and remaining unclaimed for two years after such principal (including consideration upon conversion, the Repurchase Price, Tax Redemption
Price and the Fundamental Change Repurchase Price, if applicable) or interest has become due and payable shall be paid or delivered, as
the case may be, to the Company on request of the Company contained in an Officers’ 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, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment or delivery, may at the expense of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining will be repaid or delivered to the Company.


 


Section 4.05       
Existence. Subject to Article 11 (Consolidation, Merger, Sale, Conveyance and Lease), the Company shall do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. The Company shall promptly
provide the Trustee with written notice of any change to its name, jurisdiction of incorporation or change to its corporate organization.


 


Section 4.06       
Limitation on Liens. The Company undertakes that, during the Lock-up Period (as defined in the Purchase Agreement)
(and thereafter no such restriction shall apply), it will not, and shall procure that its Subsidiaries will not, create any Security
Interest upon the whole or any part of its present or future assets or revenues to secure any Relevant Indebtedness (or any guarantee
or indemnity in respect thereof) unless, (a) at the same time or prior thereto, the Company’s obligations under the Notes are secured
equally and rateably by the same Security Interest or, by such other security, guarantee, indemnity or other arrangement as the Trustee
in its absolute discretion shall deem to be not materially less beneficial to the Holders or as shall be approved by the Holders or (b)
such Security Interest is a Permitted Security Interest.


 






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In this Section 4.06 (Limitation on Liens):


 


		(i)	“Permitted Security Interest” means:



 


		(A)	any Security Interest over any assets or property in connection with any indebtedness incurred under any
non-recourse financing arrangements provided that such financing and security arrangements have been entered into in accordance with customary
market practice; and



 


		(B)	any Security Interest arising as a result of any mandatory operation of law;



 


		(ii)	“Security Interest” means any mortgage, charge, pledge, lien, assignment by way of
security or any other security interest; and



 


		(iii)	“Relevant Indebtedness” means any future or present indebtedness incurred outside the
PRC in the form of or represented by any debentures, loan stock, bonds, notes or other similar securities which are convertible or exchangeable
into Capital Stock of the Company which are, or capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange
or over the counter or any other securities market (whether or not initially distributed by way of private placement). For the avoidance
of doubt, Relevant Indebtedness shall not include indebtedness under any secured transferable loan facility (which term shall for these
purposes mean any agreement for or in respect of indebtedness for borrowed money entered into with one or more banks and/or financial
institutions whereunder rights and (if any) obligations may be assigned and/or transferred) or any indebtedness with a maturity date of
364 days or less.



 


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, but not limited to, payments of principal (including, if applicable,
the Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest, including
any additional interest and payments of cash and/or deliveries of Conversion Securities or any other consideration due on a conversion
of a Note (together with payment of cash in lieu of any fractional Conversion Securities or other consideration) upon conversion of the
Notes, shall be made without withholding, deduction or reduction for any other collection at source for, or on account of, any present
or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest
related thereto) (the “Applicable Taxes”), unless such withholding, deduction or reduction is required by law or by
other regulation or governmental policy having the force of law (including an official interpretation or application of such laws or
regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority) (“Applicable Tax
Law”). In the event that any such withholding or deduction is required by or within (x) the Cayman Islands or the PRC (or,
in each case, any political subdivision or taxing authority thereof or therein), (y) any jurisdiction in which the Company or any successor
are, for tax purposes, incorporated, organized or resident or doing business (or any political subdivision or taxing authority thereof
or therein) or (z) any jurisdiction from or through which payment is made or deemed made (or any political subdivision or taxing authority
thereof or therein) (each of (x), (y) and (z), as applicable, a “Relevant Taxing Jurisdiction”), the Company shall
pay or deliver to the Holder of each Note such additional amounts of cash, Conversion Securities or other consideration, as applicable
(the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after
such withholding or deduction (and after deducting any Applicable Taxes on the additional amounts) will equal the amounts that would
have been received by such beneficial owner had no such withholding or deduction been required; provided that no additional amounts will
be payable:


 






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(i)                
for or on account of:


 


(A)              
any Applicable Taxes that would not have been imposed but for:


 


(1)               
the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant
Taxing Jurisdiction, other than merely acquiring or holding such Note, receiving Conversion Securities (together with payment of cash
for any fractional Conversion Securities) or other consideration upon conversion of such Note or the receipt of payments or the exercise
or enforcement of rights thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident
of such Relevant Taxing 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 Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase
Price, if applicable), premium, if any, and interest, including any additional interest on, such Note or the delivery of Conversion Securities
(together with payment of cash in lieu of any fractional Conversion Securities) upon conversion of such Note became due and payable pursuant
to the terms thereof or was made or duly provided for (except to the extent that the Holder or beneficial owner of such Note would have
been entitled to Additional Amounts had such Note been presented for payment on the last day of such 30-day period); or


 


(3)                the
failure of the Holder or beneficial owner to comply with a timely written request from the Company or any successor of the Company,
addressed to the Holder or beneficial owner, as the case may be, in each case, to the extent such Holder or beneficial owner is
legally entitled to, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial
owner’s nationality, residence, identity or connection with the Relevant Taxing 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 Taxing Jurisdiction in order to reduce or
eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial
owner; provided that, in the case of Applicable Taxes that are value-added taxes or other local levies imposed by the PRC, the
provision of any certification, information, documents or other evidence described in this clause (i)(A)(3) would not be materially
more onerous, in form, in procedure, or in the substance of information disclosed, to a holder or a beneficial owner than comparable
information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as U.S.
Internal Revenue Service Forms W-8BEN, W-8BEN-E and W-9, or any successor forms), and reasonable procedure for the collection of
such documentation has been implemented and is in effect at the time that such written request is received;


 






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(B)              
any estate, inheritance, gift, sale, personal property or similar Applicable Taxes;


 


(C)              
any Applicable Taxes that are payable otherwise than by withholding, deduction from payments under or with respect to the
Notes;


 


(D)              
any Applicable Taxes required to be withheld or deducted under Sections 1471 to 1474 of the U.S. Internal Revenue Code of
1986, as amended (the “Code”) (or any amended or successor versions of such Sections that is substantively comparable
and not materially more onerous to comply with) (“FATCA”), any regulations or other official guidance thereunder, any
intergovernmental agreement or agreement pursuant to Section 1471(b)(1) of the Code entered into in connection with FATCA, or any law,
regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; or


 


(E)               
any combination of Applicable Taxes referred to in the preceding clauses (A), (B), (C) or (D); or


 


(ii)             
with respect to any payment of the principal of (including the Repurchase Price, the Tax Redemption Price and the Fundamental Change
Repurchase Price, if applicable), premium, if any, and interest on, 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 Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member
of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner
or beneficial owner been the Holder thereof.


 






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In addition to the foregoing, the Company will
also pay and indemnify the Holder of the Notes and the beneficial owner for any present or future stamp, issue, registration, value added,
court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties, interest and
any other reasonable expenses related thereto) which are levied by any Relevant Taxing Jurisdiction (and in the case of enforcement, any
jurisdiction) on the execution, delivery, registration or enforcement of any of the Notes, this Indenture or any other document or instrument
referred to therein, or the receipt of payments with respect thereto (including the receipt of Conversion Securities (together with payment
of cash for any fractional Conversion Securities) or other consideration due upon conversion). Any such payments and indemnities shall
be treated as Additional Amounts payable pursuant to Applicable Tax Law for purposes of Article 16 (Redemption Only for Taxation Reasons)
hereof.


 


If the Company becomes obligated to pay Additional
Amounts with respect to any payment or delivery under or with respect to the Notes, the Company will deliver to the Trustee and the Paying
Agent (if other than the Trustee) on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional
Amounts arises after the 30th day prior to that payment date, in which case the Company will notify the Trustee and the Paying Agent promptly
thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so
payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent or
the Conversion Agent, as the case may be, to pay Additional Amounts to Holders on the relevant payment date. The Trustee and the Paying
Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company
will provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional
Amounts.


 


The Company will make all withholdings and deductions
required by law and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law.
Upon request, the Company will provide to the Trustee an official receipt or, if official receipts are not reasonably obtainable, such
other documentation that provides reasonable evidence of the payment of any Applicable Taxes so deducted or withheld. Upon written request,
copies of those receipts or other documentation, as the case may be, will be made available by the Trustee to the Holders.


 


(b)              
Any reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of Conversion Securities
(together with payments of cash for any fractional Conversion Securities) or other consideration upon conversion of the Notes or the payment
of principal of (including the Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable),
any premium or interest including any additional interest on, any Note or any other amount payable with respect to such Note, shall be
deemed to include any payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.


 






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(c)               The
foregoing obligations shall survive termination, defeasance or discharge of this Indenture or any transfer by a Holder or a
beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction in which any Successor Company is then, for
tax purposes, incorporated, organized or resident or doing business (or any political subdivision or taxing authority thereof or
therein) or any jurisdiction from or through which payment under or with respect to the Notes is made or deemed made by or on behalf
of such Successor Company (or any political subdivision or taxing authority thereof or therein).


 


(d)              
Notwithstanding anything to the contrary herein, the Company, the Trustee and the Paying Agent shall be entitled to make any withholding
or deduction pursuant to FATCA.


 


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, 2021) an Officers’ Certificate stating
that a review has been conducted of the Company’s activities under this Indenture and whether the Company has fulfilled its obligations
hereunder, and whether the signers thereof have knowledge of any Default by the Company that occurred during the previous year 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 Officers’ 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. The Trustee shall have no responsibility to take any steps to ascertain whether any
Event of Default or Default has occurred, and until (i) a Responsible Officer of the Trustee has received an Officers’ Certificate
regarding such an occurrence, or (ii) the Trustee has received written notice at the Corporate Trust Office from the Holders of at least
25% in aggregate principal amount of the Notes then outstanding regarding such an occurrence, the Trustee is entitled to assume, without
liability, that no Event of Default or Default has occurred.


 


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.


 






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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 15 days after each [_] and [_] but in any event at least three Business Days before [_] and [_] in each year beginning
with [_], and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request
(or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder),
a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days
(or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information
is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


Section 5.02       
Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section
5.01 (List of Holders) 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 (List of Holders) 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)              
failure by the Company to pay any installment of interest or Additional Amounts, if any, on any of the Notes, when due and payable,
which failure continues for 30 days after the date when due;


 


(b)              
failure by the Company to pay when due the principal, the Tax Redemption Price, the Repurchase Price or any Fundamental Change
Repurchase Price of any Note, in each case, when the same becomes due and payable;


 


(c)              
failure by the Company to deliver when due the consideration (including any Conversion Securities and/or Reference Property, as
the case may be) deliverable upon conversion of any Notes and such failure continues for a period of four Business Days;


 


(d)              
failure by the Company to issue a Tax Redemption Notice in accordance with Section 16.02 (Notice of Tax Redemption), the
Company Notice pursuant to Section 15.01(a) (Repurchase at Option of Holders), a Fundamental Change Company Notice in accordance
with Section 15.02(b) (Repurchase at Option of Holders Upon a Fundamental Change) or notice of a Make-Whole Fundamental Change
or a Tax Redemption in accordance with Section 13.04(a) (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection
with Make-Whole Fundamental Change and Tax Redemption), in each case, when due, and such failure continues for a period of five Business
Days;


 






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(e)              
failure by the Company to comply with its obligations under Article 11 (Consolidation, Merger, Sale, Conveyance and Lease);


 


(f)               
failure by the Company for 60 days after receipt of a written notice to the Company by the Trustee or to the Company and the Trustee
by Holders of at least 25% in the aggregate principal amount of the Notes then outstanding to perform or observe (or obtain a waiver with
respect to) any of its terms, covenants or agreements contained in the Notes or this Indenture not otherwise provided for in this Section
6.01 (Events of Default);


 


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


 


(h)              
a final judgment for the payment of US$40 million (or the foreign currency equivalent thereof) or more (excluding any amounts covered
by insurance or bond) rendered against the Company or any Subsidiary of the Company by a court of competent jurisdiction, which judgment
is not discharged, bonded, stayed, vacated, paid or otherwise satisfied 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 or procedure (including, without
limitation, the passing of a resolution for its voluntary liquidation) 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


 






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(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.


 


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
subject to Section 8.04 (Company-Owned Notes Disregarded), by notice in writing to the Company may, and the Trustee at the request
of such Holders shall (subject to being indemnified and/or secured and/or pre-funded to its satisfaction), declare up to 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.


 


The immediately preceding paragraph, however,
is subject to the conditions that, if at any time after the principal of the Notes shall have been so declared due and payable, and
before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all
Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest 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 1.00%) and amounts due to the Trustee pursuant to Section 7.06
(Compensation and Expenses of Trustee), and if (1) rescission would not conflict with any judgment or decree of a court of
competent jurisdiction, (2) all payments to the Trustee have been made, and (3) 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 (Direction of Proceedings and Waiver of Defaults
by Majority of Holders), 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 pay the Tax Redemption Price, the Repurchase Price or any
Fundamental Change Repurchase Price of any Note or (iii) a failure to deliver the consideration (including any Conversion Securities
and/or Reference Property, as the case may be) due upon conversion of the Notes.


 






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Section 6.03       
[Reserved].


 


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
(Event of Default) shall have occurred, the Company shall, upon demand of the Trustee or at the request of Holders of at least
25% in aggregate principal amount of the Notes then outstanding determined subject to Section 8.04 (Company-Owned Notes Disregarded)
and subject to indemnity and/or security and/or pre-funding satisfactory to 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 1.00%, and, in addition thereto, such further
amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06 (Compensation and Expenses of Trustee).
If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


 


In the event there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the
United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor,
the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such
other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.04 (Payments of Notes
on Default; Suit Therefor), 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 (Compensation and Expenses of Trustee); 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
(Compensation and Expenses of Trustee), 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.


 






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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 or as a trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Notes.


 


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


 


In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section
6.09 (Direction of Proceedings and Waiver of Defaults by Majority of Holders) or any rescission and annulment pursuant to Section
6.02 (Acceleration; Rescission and Annulment) 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 or Property Collected by Trustee. Any monies or property collected by the Trustee pursuant to
this Article 6 (Defaults and Remedies) or otherwise after an Event of Default has occurred and is continuing with respect to the
Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property,
upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully
paid:


 


First, to the payment of all amounts
due to the Trustee, including its agents and counsel, under Section 7.06 (Compensation and Expenses of Trustee) and any payments
due to the Paying Agent, the Conversion Agent and the Note Registrar;


 







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Second, in case the principal
of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion of,
the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion, as the case may be, with
interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate per annum borne by
the Notes at such time plus 1.00%, 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 Repurchase Price, Tax 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 1.00%, 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 Repurchase Price, Tax Redemption Price or Fundamental
Change Repurchase Price) 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 Repurchase Price or Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and
unpaid interest; and


 


Fourth, to the payment of the
remainder, if any, to the Company or as a court of competent jurisdiction shall direct.


 


Section 6.06       
Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the
Repurchase Price, Tax 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;


 






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(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 and/or pre-funding 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 and/or pre-funding, 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 (Direction of Proceedings and Waiver of Defaults by Majority of Holders),


 


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, 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 (Proceedings by Holders), each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other provision of this Indenture
and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (including
the Repurchase Price, Tax 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 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.


 






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Section 6.08       
Remedies Cumulative and Continuing. Except as provided in the last paragraph of Section 6.06 (Proceedings by Holders),
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 (Proceedings by Holders), 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 subject to Section 8.04 (Company-Owned Notes Disregarded) 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, or if it is not provided with security and/or indemnity
and/or pre-funding to its satisfaction. Prior to taking any action under this Indenture, the Trustee will be entitled to security and/or
indemnification and/or pre-funding satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking
or not taking such action. 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 subject to Section 8.04 (Company-Owned
Notes Disregarded) 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 Repurchase
Price, Tax 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 (Acceleration; Rescission and Annulment), (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 (Supplemental Indenture) 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 (Direction of
Proceedings and Waiver of Defaults by Majority of Holders), 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 a Responsible
Officer of the Trustee is notified in writing, the Trustee shall, within 90 days after a Responsible Officer of the Trustee has obtained
such knowledge of the occurrence and continuance of such Default or Event of Default, 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 such 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 Event of Default unless a Responsible Officer has received written notice
at the Corporate Trust Office from the Company or a Holder. Except in the case of a Default in the payment of the principal of (including
the Repurchase Price, Tax 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 a Responsible Officer of 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 or against 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 subject to Section 8.04 (Company-Owned
Notes Disregarded), 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 Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase
Price) 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 13 (Conversion of Notes).


 


ARTICLE
7

CONCERNING THE TRUSTEE


 


Section 7.01       
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing
or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In case an Event of Default has occurred that has not been cured or waived, of which a Responsible Officer
of the Trustee has received actual written notice pursuant to Section 7.02(j) (Reliance on Documents, Opinions, Etc) 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 to the Trustee indemnity and/or
security and/or pre-funding satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction.


 






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No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful
misconduct as proven in a final decision in a court of competent jurisdiction, except that:


 


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


 


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


 


(ii)             
in the absence of gross negligence and willful misconduct on the part of the Trustee as proven in a final decision in a court of
competent jurisdiction, 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);


 


(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 in a final decision in a court of competent jurisdiction 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
subject to Section 8.04 (Company-Owned Notes Disregarded) 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 and Section 7.02 (Reliance on Documents, Opinions, Etc.);


 


(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 event that the Trustee is also acting as Note Registrar, Paying Agent or Conversion Agent, the rights, privileges, immunities
and protections, including without limitation, its right to be indemnified, afforded to the Trustee pursuant to this Article 7 shall also
be afforded to such Note Registrar, Paying Agent or Conversion Agent;


 






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(h)              
the Trustee shall have no duty to inquire, no duty to determine and no duty to monitor as to the performance of the Company’s
covenants in this Indenture or the financial performance of the Company; the Trustee shall be entitled to assume, until it has received
written notice in accordance with this Indenture, that the Company is properly performing its duties hereunder;


 


(i)                
the Trustee shall be under no obligation to enforce any of the provisions of this Indenture unless it is instructed by Holders
of at least 25% of the aggregate principal amount of outstanding Notes determined subject to Section 8.04 (Company-Owned Notes Disregarded)
and is provided with security and/or indemnity and/or pre-funding satisfactory to it; and


 


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


 


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


 


Section 7.02             
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01 (Duties and Responsibilities
of Trustee):


 


(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 Officers’
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 of the Company;


 


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


 


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


 






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(e)              
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents, delegates, custodians, nominees or attorneys and the Trustee shall not be responsible for the supervision, or 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)              
under no circumstances and notwithstanding any contrary provision included herein, neither the Trustee, the Paying Agent, the Conversion
Agent nor the Note Registrar shall be responsible or liable for special, indirect, punitive, or consequential damages or loss of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether any of them have been advised of the likelihood of
such loss or damage and regardless of the form of action; this provision shall remain in full force and effect notwithstanding the discharge
of the Notes, the termination of this Indenture or the resignation, replacement or removal of the Trustee, the Paying Agent, the Conversion
Agent and the Note Registrar;


 


(h)              
the Trustee, the Paying Agent, the Conversion Agent and the Note Registrar may refrain from taking any action in any jurisdiction
if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary
to any law of that jurisdiction or, to the extent applicable, of New York; furthermore, the Trustee may also refrain from taking such
action if it would otherwise render it liable to any Person in that jurisdiction or New York or if, in its opinion based on such legal
advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction
or in New York or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power;


 


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


 


(j)                
the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Event of Default described in Section 6.01(a),
Section 6.01(b) or Section 6.01(c) or (ii) any Event of Default of which a Responsible Officer of the Trustee shall have received at the
Corporate Trust Office written notification thereof from the Company or a Holder, and such notice references the Notes of this Indenture;


 






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(k)              
the Trustee may request that the Company deliver Officers’ Certificates setting forth the names of individuals and their
titles and specimen signatures of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’
Certificates may be signed by any Person authorized to sign an Officers’ Certificate, as the case may be, including any Person specified
as so authorized in any such certificate previously delivered and not superseded;


 


(l)                
the Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes
to be authorized or within its rights or powers;


 


(m)            
the Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction, in accordance
with Section 6.09 (Direction of Proceedings and Waiver of Defaults by Majority of Holders), of the Holders of not less than a majority
in aggregate principal amount of the Notes at the time outstanding determined subject to Section 8.04 (Company-Owned Notes Disregarded)
as to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the exercising of any power conferred
by this Indenture;


 


(n)              
the Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission
in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as a result
of any inaccuracy or incompleteness; and


 


(o)              
neither the Trustee nor any agent thereof shall have any responsibility or liability for any actions taken or not taken by Euroclear
and/or Clearstream.


 


Section 7.03           
No Responsibility for Recitals, Etc. The recitals, statements, warranties and representations contained herein and
in the Notes (except in the Note Registrar’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 for any failure by the Company or any other party to disclose events that may have occurred and may affect the significance
or accuracy of such information, 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 Note Registrar 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 or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion
Agent or Note Registrar, in its individual or any other capacity, may engage in business and contractual relationships with the Company
or its Affiliates and may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying
Agent, Conversion Agent or Note Registrar, and nothing herein shall obligate any of them to account for any profits earned from any business
or transactional relationship.


 






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


 


Section 7.06           
Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, 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 (which sum shall be paid free and clear of deduction and withholding on account of taxation, set off and counterclaim),
and the Company will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances properly incurred or
made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the properly incurred
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 proven in a final decision
in a court of competent jurisdiction. The Company also covenants to indemnify the Trustee (which for the purposes of this Section 7.06
shall be deemed to include its officers, directors, agents and employees) in any capacity under this Indenture (including, without limitation,
as Note Registrar, Conversion Agent and Paying Agent) and any other document or transaction entered into in connection herewith, and
to hold it harmless against, any loss, claim, damage, liability or expense (whether arising from third party claims or claims by or against
the Company) incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors, agents or employees,
as the case may be as proven in a final decision in 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 or enforcing this indemnity. 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 claim
to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect
of Section 6.05 (Application of Monies or Property Collected by Trustee), 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 is payable upon demand by the Trustee. The
obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of the Notes, the termination of this
Indenture and the resignation or removal or the Trustee. The indemnification provided in this Section 7.06 shall extend to the officers,
directors, agents and employees of the Trustee. Subject to Section 7.02(e) (Reliance on Documents, Opinions, Etc), 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.


 


Section 7.07           
Officers’ Certificate as Evidence. Except as otherwise provided in Section 7.01 (Duties and Responsibilities
of Trustee), 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 Officers’ Certificate
delivered to the Trustee, and such Officers’ 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.


 






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Section 7.08           
Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act 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 7.


 


Section 7.09             
Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving 60 days written notice of such
resignation to the Company and by sending notice thereof to the Holders at their addresses as they shall appear on the Note Register.
Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the sending
of such notice of resignation to the Holders, 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, 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 (Undertaking to Pay Costs), on behalf of himself
or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


(i)                
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 (Eligibility of Trustee) 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 (Undertaking to Pay Costs), 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.


 






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(c)              
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined subject to Section
8.04 (Company-Owned Notes Disregarded), 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) (Resignation or Removal
of Trustee) 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 (Resignation or Removal of Trustee) shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.10 (Acceptance by Successor).


 


Section 7.10           
Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 (Resignation or Removal
of Trustee) 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 (Compensation
and Expenses of Trustee), execute and deliver an instrument transferring to such successor trustee all the rights and powers of the
Trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such
Trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due to it
pursuant to the provisions of Section 7.06 (Compensation and Expenses of Trustee).


 


No successor trustee shall accept appointment as
provided in this Section 7.10 (Acceptance by Successor Trustee) unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 7.08 (Eligibility of Trustee).


 


Upon acceptance of appointment by a successor trustee
as provided in this Section 7.10 (Acceptance by Successor Trustee), each of the Company and the successor trustee, at the written
direction and at the expense of the Company shall send or cause to be sent 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 send such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such notice to be sent 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 (Eligibility of Trustee).


 






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


 


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 (Holders’ Meetings), 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 (Duties and Responsibilities of Trustee),
Section 7.02 (Reliance on Documents, Opinions, Etc.) and Section 9.05 (Regulations), 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
(Voting).


 


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 (Date and Denomination of Notes; Payments of Interest and Defaulted Amounts)) accrued and unpaid interest on such
Note, for the purpose of conversion of such Note and for all other purposes; 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. 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 Holder 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 Common Depositary or any other
Person, such Holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions
of this Indenture.


 






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Section 8.04           
Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of
Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by
any Subsidiary or by any Affiliate of the Company or any Subsidiary 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.
Notwithstanding the foregoing, Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of
this Section 8.04 (Company-Owned Notes Disregarded) 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 or an Affiliate of the Company or a Subsidiary. Within five days of acquisition
of the Notes by any of the above described Persons or at the request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers’ 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 (Duties and Responsibilities of Trustee), the Trustee shall
be entitled to accept such Officers’ 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 (Action by Holders), 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 (Proof of Execution by Holders), revoke such action so far
as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration
of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or
substitution therefor or upon registration of transfer thereof.


 


ARTICLE
9

HOLDERS’ MEETINGS


 


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


 


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


 


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


 






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(c)              
to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02 (Supplemental
Indentures with Consent of Holders); 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 (in its sole discretion and without obligation) at any time call a meeting
of Holders to take any action specified in Section 9.01 (Purpose of Meetings), 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 (Action by
Holders), shall be sent to Holders of such Notes at their addresses as they shall appear on the Note Register. Such notice shall
also be sent to the Company. Such notices shall be sent 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 sent 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 (Purpose of Meetings),
by sending notice thereof as provided in Section 9.02 (Call of Meetings).


 


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


 


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


 






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The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section
9.03 (Call of Meetings by Company or Holders), 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 principal amount of the Notes represented at the meeting and entitled to vote at the meeting.


 


Subject to the provisions of Section 8.04 (Company-Owned
Notes Disregarded), at any meeting of Holders each Holder or proxy-holder 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 (Call of Meetings
by Trustee) or Section 9.03(Call of Meetings by Company or Holders) 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 sent as provided in Section 9.02 (Call of Meetings by Trustee). The record shall show
the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and
the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.


 


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


 


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


 






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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, inconsistency or correct or supplement any defective provision contained in this Indenture or
the Notes in a manner that does not adversely affect the rights of any Holder;


 


(b)              
to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant
to Article 11 (Consolidation, Merger, Sale, Conveyance and Lease);


 


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


 


(d)              
to otherwise secure the Notes;


 


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


 


(f)               
upon the occurrence of any transaction or event described in Section 13.08(a) (Effect of Recapitalizations, Reclassifications
and Changes of the Ordinary Shares), to


 


(i)                
provide that the Notes are convertible into Reference Property, subject to Section 13.08 (Effect of Recapitalizations, Reclassifications
and Changes of the Ordinary Shares), and


 


(ii)             
effect the related changes to the terms of the Notes described under Section 13.08(a), in each case, in accordance with Section
13.08 (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares);


 


(g)              
 to evidence and provide for the assumption by a successor trustee of the obligations of the Trustee under this Indenture pursuant
to Article 7 (Concerning the Trustee);


 


(h)              
to effect any change to this Indenture in a manner necessary to comply with the procedures of Euroclear or Clearstream; or


 


(i)                
to make any other changes to this Indenture that do not adversely affect the interests of any Holder.


 


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 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 (Supplemental Indentures with Consent of Holders).


 






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Section 10.02        
Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8 (Concerning
the Holders)) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in
accordance with Article 8 (Concerning the Holders) 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)              
change the percentage in aggregate principal amount of then outstanding Notes whose Holders must consent to a modification or amendment
or to waive any past Default or Event of Default;


 


(b)              
alter the manner of calculation or rate of accrual of interest on any Note or change the time of payment of any installment of
interest on any Note;


 


(c)              
reduce the principal amount with respect to any of the Notes or change the Maturity Date of any Note;


 


(d)              
make any change that adversely affects the conversion rights of any Notes, including by modifying any of the notice provisions;


 


(e)               reduce
the Tax Redemption Price, the Repurchase 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 or securities other than that stated in the Notes;


 


(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 (including the Tax Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or to institute
suit for the enforcement of any payment on or with respect to such Holder’s Note or with respect to the conversion of any Note;
or


 


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


 


(j)                
make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 (Acceleration;
Rescission and Annulment) or Section 6.09 (Direction of Proceedings and Waiver of Defaults by Majority of Holders) or change
the percentage in aggregate principal amount of outstanding Notes necessary to amend this Indenture under this Article 10 or in the waiver
provisions in Section 6.02 (Acceleration; Rescission and Annulment) or Section 6.09 (Direction of Proceedings and Waiver of
Defaults by Majority of Holders).


 


Upon the written request of the Company, and upon
the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05 (Evidence of Compliance
of Supplemental Indenture to Be Furnished Trustee), the Trustee shall join with the Company in the execution of such supplemental
indenture unless (i) the Trustee has not received an Officers’ Certificate and Opinion of Counsel as contemplated by Section 10.05
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.


 






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Holders do not need under this Section 10.02 to
approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof.
After any supplemental indenture becomes effective under Section 10.01 (Supplemental Indentures Without Consent of Holders) or
this Section 10.02, the Company shall send or cause to be sent to the Holders a notice briefly describing such supplemental indenture.
However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the
supplemental indenture.


 


Section 10.03         
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this
Article 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 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 by the Note Registrar upon receipt of a Company Order 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 (Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee), the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel each stating and 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 is not contrary to law and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms, subject to customary exceptions.


 


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 (Successor Corporation
to Be Substituted), the Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its properties and assets to another Person other than to one or more of the wholly-owned Subsidiaries
of the Company, unless:


 


(a)              
the resulting, surviving or transferee Person or the Person which acquires by conveyance, transfer, lease or other disposition
all or substantially all of the Company’s properties and assets (the “Successor Company”), if not the Company,
shall be a corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the
laws of the United States of America, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda
or Hong Kong, and the Successor Company (if not the Company) shall expressly assume, by a 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 (Additional Amounts));


 


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


 






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(c)               the
Company shall have undertaken commercially reasonable efforts to restructure the Notes so that, after any such transaction is given
effect, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section
3(a)(9) thereof; and


 


(d)              
if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms of this Indenture
into securities issued by an issuer other than the Successor Company, and (y) the Successor Company is a wholly owned subsidiary of the
issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on
a senior basis the Successor Company’s obligations under this Indenture and the Notes.


 


For purposes of this Section 11.01 (Company
May Consolidate, Etc. on Certain Terms), the sale, conveyance, transfer, lease or disposition 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, lease or disposition 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, lease
or disposition and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the
Notes (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 Note Registrar 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 Note Registrar 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, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11(Consolidation,
Merger, Sale, Conveyance and Lease) the Person named as the “Company” in the first paragraph of this Indenture (or any
successor that shall thereafter have become such in the manner prescribed in this Article 11 (Consolidation, Merger, Sale, Conveyance
and Lease)) 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, lease or disposition, 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. If the Company is not the Successor Company, no consolidation, merger, sale,
conveyance, transfer, lease or other disposition shall be effective unless the Company shall deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating and as conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer, lease or disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture, complies with the provisions of this Article 11, that all conditions precedent thereto have been satisfied
and that the Notes and such supplemental indenture are the legal, valid and binding obligation of the Successor Company, enforceable
against it in accordance with its terms, subject to customary exceptions.


 


ARTICLE
12

IMMUNITY OF INCORPORATORS, SHAREHOLDERS, 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, shareholder, 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.


 


ARTICLE
13

CONVERSION OF NOTES


 


Section 13.01          
Conversion Privilege. Subject to and upon compliance with the provisions of this Article 13 (Conversion of Notes),
each Holder shall have the right, at such Holder’s option, to convert all or any portion of the Notes held by it (if the portion
to be converted is in denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof) at any time
during the Conversion Period at the Conversion Rate (subject to, and in accordance with, the settlement provisions of Section 13.02 (Conversion
Procedure; Settlement Upon Conversion), the “Conversion Obligation”). The right of a Holder to convert the Notes
in accordance with the settlement provisions of Section 13.02 (Conversion Procedure; Settlement Upon Conversion) is called the
“Conversion Right.”


 


The conversion price shall be US$50 (the
“Conversion Price”) per ADS, representing an initial conversion rate of 20 ADSs (subject to the adjustments as
provided in this Article 13 (Conversion of Notes), the “Conversion Rate”) per US$1,000 principal amount of
the Notes.


 


Subject to and upon compliance with the provisions
of this Article 13 (Conversion of Notes), the Conversion Right attaching to any Notes may be exercised, at the option of the Holder
thereof, at any time prior to the close of business of the third Scheduled Trading Day (or the fifth Scheduled Trading Day, if the converting
Holder elects to receive Ordinary Shares in lieu of any ADSs under Section 13.02(j)(Conversion Procedure; Settlement Upon Conversion))
immediately preceding the Maturity Date (the “Conversion Period”).


 






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Section 13.02          
Conversion Procedure; Settlement Upon Conversion.


 


(a)              
Subject to this Section 13.02, Section 13.03 (Increased Conversion Rate Applicable to Certain Notes delivered in connection
with Make-Whole Fundamental Change and Tax Redemption) and Section 13.07 (Effect of Recapitalizations, Reclassifications and Changes
of the Ordinary Shares), the Company shall cause to be delivered 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 (or Ordinary Shares, if the converting Holder elects to receive
Ordinary Shares in lieu of any ADSs under Section 13.02(j)(Conversion Procedure; Settlement Upon Conversion)), together with a
cash payment, if applicable, in lieu of any fractional Conversion Securities in accordance with Section 13.02(k) (Conversion Procedure;
Settlement Upon Conversion), on the third Business Day (or the fifth Business Day, if the converting Holder elects to receive Ordinary
Shares in lieu of any ADSs under Section 13.02(j)(Conversion Procedure; Settlement Upon Conversion)), immediately following the
relevant Conversion Date.


 


(b)              
Before any Holder shall be entitled to convert a Note as set forth above, such Holder shall:


 


(i)                
in the case of a Global Note, (1) comply with the rules and procedures of Euroclear and/or Clearstream and ADS Depositary
in effect at that time to convert such Note (for the avoidance of doubt, including, in the case of a Restricted Security, delivering the
notice included as Attachment 7 to the Form of Note attached hereto as Exhibit A), (2) manually sign and
deliver a duly completed notice to the Conversion Agent as set forth in the Form of Conversion Notice (or a facsimile thereof) (a “Conversion
Notice”) and, (3) 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 13.02(h) (Conversion Procedure; Settlement Upon Conversion)), and


 


(ii)              in
the case of a Physical Note (1) complete, manually sign and deliver a duly completed Conversion
Notice, including, if applicable, such Holder’s election to receive Ordinary Shares in lieu of any ADSs deliverable upon
conversion and, if it elects to receive the Ordinary Shares through CCASS after the restrictive legend on the Note has been removed,
to be delivered to the designated Hong Kong stock account of such Holder in CCASS; (2) manually sign the Conversion Notice on the
back of the Note; (3) deliver the duly completed Conversion Notice, which is irrevocable, to the Conversion Agent and the Company;
(4) if required, furnish appropriate endorsements and transfer documents; (5) if required, pay funds equal to interest payable on
the next Interest Payment Date to which such Holder is not entitled; and (6) if required, pay any applicable transfer or similar
taxes as described immediately below.


 


The Company will pay any documentary, stamp,
issue, transfer or similar tax due on the delivery of the ADSs upon conversion of the Notes (or the issuance of the Ordinary Shares underlying,
or in lieu of, such ADSs), unless the tax is due because the Holder requests such ADSs (or the Ordinary Shares) to be issued in a name
other than the Holder’s name, in which case the Holder shall pay the tax. The Company will also pay: (i) the ADS Depositary’s
fees for issuance of the ADSs, (ii) all other expenses arising from the issue and listing of Ordinary Shares to be delivered in lieu of
ADSs upon conversion and all the charges of the Hong Kong share registrar in connection with this Indenture.


 






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No Conversion Notice 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 Repurchase
Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Repurchase Notice
or Fundamental Change Repurchase Notice, as the case may be, in accordance with Section 15.01 (Repurchase at Option of Holders)
or 15.03 (Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice), as the case may be. Any Conversion Notice shall
be deposited in duplicate at the office of any Conversion Agent on any Business Day from 9:00 a.m. to 3:00 p.m. at the location of the
Conversion Agent to which such Conversion Notice is delivered. Any Conversion Notice and any Physical Note (if issued) deposited outside
the hours specified or on a day that is not a Business Day at the location of the Conversion Agent shall for all purposes be deemed to
have been deposited with that Conversion Agent between 9:00 a.m. and 3:00 p.m. on the next Business Day.


 


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. If any ADSs are due to a converting
Holder, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, a book-entry
transfer through The Depository Trust Company for the full number of whole ADSs to which such Holder shall be entitled in satisfaction
of the Company’s Conversion Obligation.


 


(d)               In
case any Physical Note shall be surrendered for partial conversion, the Company shall execute and instruct the Note Registrar who
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.


 






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(e)              
[Reserved].


 


(f)               
Except as provided in Section 13.05 (Adjustment of Conversion Rate), no adjustment shall be made for dividends on any ADSs
delivered upon the conversion of any Note as provided in this Article 13 (Conversion of Notes).


 


(g)              
Upon the conversion of an interest in a Global Note, 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 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. Notwithstanding the foregoing, if Notes are converted after the close of business on a
Regular Record Date but before the open of business on the Interest Payment Date corresponding to such Regular Record 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 after 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 an amount of funds equal to the amount of interest payable on the Notes so converted; provided
that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity
Date; (2) if the Company has delivered a Tax Redemption Notice pursuant to Article 16 (Redemption only for Taxation Reasons)
and has specified therein a Tax Redemption Date that is after a Regular Record Date and on or prior to the second Business Day
immediately following the corresponding 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 third Business Day immediately following the corresponding Interest
Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect
to such Note. For the avoidance of doubt, Holders on the Regular Record Date immediately preceding the Maturity Date, any
Fundamental Change Repurchase Date or Tax Redemption Date, in each case, will receive the full interest payment due on such Notes on
the Maturity Date or other applicable Interest Payment Date in cash, regardless of whether such Notes have been converted following
such Regular Record Date.


 






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(i)                
The Person in whose name any Conversion Securities shall be issuable upon conversion shall be treated as a holder of record of
such Conversion Securities as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall
no longer be a Holder of such Notes surrendered for conversion.


 


(j)                
A converting Holder may elect to receive Ordinary Shares in the Company’s register of members (in the case of Ordinary Shares
registered in the Cayman Islands) or Ordinary Shares in the Company’s Hong Kong branch share register of members (in the case of
Ordinary Shares registered in Hong Kong) in lieu of any ADSs deliverable upon conversion by specifying in the relevant Conversion Notice
such election; provided that such election shall apply to all (but not part) of the Conversion Securities deliverable upon conversion.
If a converting Holder elects to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion, the Company will register in
the Cayman share register or Hong Kong branch share register, as the case may be, the person or persons designated in the Conversion Notice
as holder(s) of such number of Ordinary Shares equal to (i) the number of ADSs deliverable upon conversion under Section 13.01 (Conversion
Privilege) and Section 13.02(a) (Conversion Procedure; Settlement Upon Conversion) (without taking into account any fractional
ADS) multiplied by (ii) the number of Ordinary Shares then represented by one ADS as of the Conversion Date. If a converting Holder has
requested in the Conversion Notice, to the extent permitted under applicable law and the rules and procedures of CCASS (in the case of
Ordinary Shares registered in the Hong Kong branch register of members), the Company will take all necessary action to enable the Ordinary
Shares registered in the Hong Kong branch register of members to be delivered to the designated Hong Kong stock account in CCASS of such
converting Holder for so long as the Ordinary Shares are listed on the Hong Kong Stock Exchange; provided that, if a converting Holder
elects to receive Ordinary Shares outside of CCASS or if the restrictive legend on the Notes has not been removed prior to conversion,
the Company will make a share certificate or certificates representing such number of Ordinary Shares available for collection at the
office of the Hong Kong share registrar or, if so requested in the relevant Conversion Notice, cause the Hong Kong share registrar to
mail (at the risk, and, if sent at the converting Holder’s request otherwise than by ordinary mail, at the expense, of the person
to whom such certificate or certificates are sent) such certificate or certificates to the person and at the place specified in the Conversion
Notice.


 


(k)              
Regardless of whether a Holder elects to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion, the Company will
not issue any fractional Conversion Securities upon conversion of the Notes and will instead pay cash in lieu of delivering any fractional
Conversion Securities issuable upon conversion based on the Daily VWAP for the relevant Conversion Date.


 


(l)                 Each
conversion will be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date, and the person in
whose name the ADSs (or Ordinary Shares in lieu thereof) shall be deliverable upon such conversion will be entitled to participate
in any distribution or other transaction relating to the ADSs (or Ordinary Shares) as though such person were the holder of record
of such ADSs (or Ordinary Shares) as of the close of business on the Conversion Date.


 






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Section
13.03    Forced Conversion.


 


(a)              
If (1) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares)
exceeds one hundred and fifty percent (150%) of the Conversion Price (the “Agreed Threshold”) on any twenty (20) Trading
Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period beginning on or after the fifth (5th) anniversary
of the date of this Indenture (such thirty (30) consecutive Trading Day period being the “Forced Conversion Qualification Period”),
(2) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) for each of the
last five (5) consecutive Trading Days during the Forced Conversion Qualification Period is not lower than the Agreed Threshold and (3)
the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary
Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is, in the aggregate of (x) and (y) (any
amount not expressed in U.S. Dollars shall be converted into U.S. Dollars by using the average of the applicable exchange rate reported
on Bloomberg FX Fixings page (or, if such page is not available, its equivalent successor page) at 5:00 pm New York time on each Trading
Day during such Forced Conversion Qualification Period), at least US$70.0 million, then, the Company shall have the right (but
not the obligation), by providing written notice (which notice shall be irrevocable and shall not be subject to conditions) within ten
(10) Business Days following the Forced Conversion Qualification Period to all Holders of Notes, to force the conversion of all (and not
some only) of the outstanding principal amount of the Notes held by such Holders on the Conversion Date (subject to the immediately following
sentence) into Conversion Securities at the then applicable Conversion Rate (the “Forced Conversion Notice” and, the
conversion of Notes pursuant to this Section 13.03(a), the “Forced Conversion”). The Conversion Date with respect to
any such Forced Conversion will be a date specified by the Company in the Forced Conversion Notice to the Holders, which shall be a Business
Day that is no less than 10 Business Days and no more than 30 Business Days after the date of the Forced Conversion Notice (the “Forced
Conversion Date”). Notwithstanding anything to the contrary contained in this Indenture, no “Make-Whole Amount”
shall be payable by the Company to any Holder upon a Forced Conversion.


 


(b)              
A Forced Conversion will have the same effect as a conversion of the applicable outstanding principal amount of the Notes effected
at the Holder’s election pursuant to Article 13 (Conversion of Notes) with a Conversion Date occurring on the Forced Conversion
Date. No Holders will be required to deliver a Conversion Notice, provided any Holder may notify the Company, the ADS Depositary and the
Conversion Agent in writing substantially in the form of Attachment 5 to the Form of Note attached hereto as Exhibit A no later than five
(5) Business Days before the Conversion Date specified in the Forced Conversion Notice of its election to receive Ordinary Shares in lieu
of any ADSs deliverable upon such Forced Conversion.


 






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Section
13.04    Increased Conversion
Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change and Tax Redemption. (a) If (i) a Make-Whole
Fundamental Change occurs prior to, and including, the third Scheduled Trading Day (or the fifth Scheduled Trading Day, if the converting
Holder elects to receive Ordinary Shares in lieu of any ADSs under Section 13.02(j)(Conversion Procedure; Settlement Upon Conversion))
prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, 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 set forth below. A conversion of Notes shall be deemed for these purposes to be “in connection with”
such Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the close of business on the Business Day immediately prior to the related
Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but
for the proviso in clause (b) of the definition thereof, the 35th Business Day immediately following the Effective Date of such Make-Whole
Fundamental Change). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption
if the relevant Conversion Notice is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption
Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written
notification to Holders, the Trustee and the Conversion Agent 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.


 


(b)              
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Tax Redemption, the Company shall
cause to be delivered ADSs, including the Additional ADSs, in accordance with Section 13.02 (Conversion Procedure; Settlement Upon
Conversion); 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 will 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.


 


(c)               The
number of Additional ADSs, if any, by which the Conversion Rate will be increased will be determined by reference to the table
below, based on (i) the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax
Redemption, the date on which the Company delivers a Tax Redemption Notice (in each case, the “Effective Date”)
and (ii) the price paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change or, in the case of a Tax Redemption, the
average of the Last Reported Sale Prices of the ADSs over the ten Trading Day period ending on, and including, the Trading Day
immediately preceding the date the Company delivers such Tax Redemption Notice (in each case, the “ADS Price”).
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 will be the cash amount paid per ADS.
Otherwise, the ADS Price will be the average of the Last Reported Sale Prices of the ADSs over the ten Trading Day period ending on,
and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.


 






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(d)              
The ADS Prices set forth in the column headings of the table below will 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 will be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 13.05 (Adjustment
of Conversion Rate).


 


(e)              
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 13.04 (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change
and Tax Redemption) for each ADS Price and Effective Date set forth below:


 


	Additional ADSs per $1,000 Note	 	ADS Price	 
	Effective Date	 	$	41.67	 	 	$	45.00	 	 	$	50.00	 	 	$	60.00	 	 	$	80.00	 	 	$	100.00	 	 	$	125.00	 	 	$	150.00	 
	1-Mar-2022	 	 	3.9981	 	 	 	3.3209	 	 	 	2.5394	 	 	 	1.5287	 	 	 	0.5859	 	 	 	0.2191	 	 	 	0.0478	 	 	 	0.0016	 
	1-Mar-2023	 	 	3.9981	 	 	 	3.3209	 	 	 	2.5394	 	 	 	1.5287	 	 	 	0.5631	 	 	 	0.1998	 	 	 	0.0390	 	 	 	0.0005	 
	1-Mar-2024	 	 	3.9981	 	 	 	3.3209	 	 	 	2.5394	 	 	 	1.5287	 	 	 	0.5351	 	 	 	0.1772	 	 	 	0.0291	 	 	 	0.0000	 
	1-Mar-2025	 	 	3.9981	 	 	 	3.3209	 	 	 	2.5394	 	 	 	1.4973	 	 	 	0.4718	 	 	 	0.1394	 	 	 	0.0161	 	 	 	0.0000	 
	1-Mar-2026	 	 	3.9981	 	 	 	3.3209	 	 	 	2.5394	 	 	 	1.3330	 	 	 	0.3674	 	 	 	0.0899	 	 	 	0.0041	 	 	 	0.0000	 
	1-Mar-2027	 	 	3.9981	 	 	 	3.2009	 	 	 	2.2036	 	 	 	1.0557	 	 	 	0.2391	 	 	 	0.0399	 	 	 	0.0000	 	 	 	0.0000	 
	1-Mar-2028	 	 	3.9981	 	 	 	2.9727	 	 	 	1.8312	 	 	 	0.6835	 	 	 	0.0888	 	 	 	0.0031	 	 	 	0.0000	 	 	 	0.0000	 
	1-Mar-2029	 	 	3.9981	 	 	 	2.2238	 	 	 	0.0016	 	 	 	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$150.00 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 Section 13.04(d) (Increased Conversion Rate Applicable to Certain Notes Surrendered
in Connection with Make-Whole Fundamental Change and Tax Redemption)), no Additional ADSs shall be added to the Conversion Rate; and


 









    64


     


    

 


(iii)           
 if the ADS Price is less than US$41.67 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 Section 13.04(d) (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection
with Make-Whole Fundamental Change and Tax Redemption)), 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 3.9981 ADSs, subject to adjustment in the same manner as
the Conversion Rate pursuant to Section 13.05 (Adjustment of Conversion Rate).


 


(f)               
Nothing in this Section 13.04 (Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Change and Tax Redemption) shall prevent an adjustment to the Conversion Rate pursuant to Section 13.05 (Adjustment
of Conversion Rate).


 


Section 13.05   
Adjustment of Conversion Rate. If the number of 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 13.05, the Company shall make an appropriate
adjustment to the Conversion Rate such that the number of Ordinary Shares represented by the ADSs upon which conversion of the Notes
is based remains the same.


 


Notwithstanding the adjustment provisions set out
in this Section 13.05 (Adjustment of Conversion Rate), if the Company distributes to holders of the 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 any Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall
represent, in addition to 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 set out in this Section 13.05 (Adjustment
of Conversion Rate) 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 Ordinary Shares. However, in the event that the Company issues or distributes to all holders of the Ordinary Shares
any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Conversion Rate pursuant to Section
13.05(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 60 calendar days after
the announcement date of such issuance to subscribe for or purchase Ordinary Shares) or Section 13.05(c) (in the case of all other Expiring
Rights).


 


For the avoidance of doubt, if any event set out
in this Section 13.05 (Adjustment of Conversion Rate) results in a change to the number of Ordinary Shares represented by the ADSs,
then such change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Conversion Rate on
account of such event to the extent such change produces the same economic result as the adjustment to the Conversion Rate that would
otherwise have been made on account of such event.


 









    65


     


    

 


Subject to the foregoing, the Conversion Rate shall
be adjusted from time to time by the Company if any of the following events set out in Sections 13.05(a) to 13.05(e) occurs, except that
the Company shall not make any adjustments to the Conversion Rate if all Holders of the Notes participate (other than in the case of (x)
a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the ADSs
and solely as a result of holding the Notes, in any of the transactions set out in this Section 13.05 (Adjustment of Conversion Rate),
without having to convert their Notes, as if they held a number of ADSs equal to the Conversion Rate then in effect, 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 the calculation of any adjustment to the Conversion Rate. Notice of any adjustment to the Conversion
Rate shall be given by the Company promptly to the Holders, the Trustee, the Paying Agent and the Conversion Agent and shall be conclusive
and binding on the Holders, absent manifest error.


 


The Conversion Rate will be subject to adjustment
in the following events:


 


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


 


CR1=CR0
x OS1


                    OS0


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately
prior to the open of business on the effective date of such share split or share combination, as applicable;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately
after the open of business on the effective date of such share split or share combination, as applicable;




 


	OS0	=	 the number of Ordinary Shares outstanding immediately prior to the close of business on the Record Date for 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; and




 


	OS1	=	the number of Ordinary Shares outstanding immediately after giving effect to such dividend or distribution, or immediately after the
effective date of such subdivision or combination of Ordinary Shares, as applicable.




 


Any adjustment made under this Section 13.05(a) shall become effective
immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business
on the effective date for such share split or share combination, as applicable.


 









    66


     


    

 


If any dividend or distribution set forth in this Section 13.05(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 or announced.


 


(b)              
If the Company issues to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs) any rights,
options or warrants entitling them, for a period of not more than 60 calendar days after the date of such issuance, to subscribe for or
purchase 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 ADSs (divided by the number of Ordinary Shares then represented by one ADS on each relevant Trading Day) or to subscribe
for or purchase ADSs, at a price per ADS less than the average of the Last Reported Sale Prices, in each case, over the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion
Rate shall be increased based on the following formula:


 


CR1 = CR0
x OSo+X


                       OSo+Y


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;




 


	OS0	=	the number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date;




 


	X	=	the total number of Ordinary Shares (directly or in the form of ADSs) issuable pursuant to such rights, options or warrants; and



 


	Y	=	the number of 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 Ordinary Shares represented by one ADS on each such Trading Day.



 


Any increase made under
this Section 13.05(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective
immediately after the close of business on the Record Date for such issuance. To the extent that Ordinary Shares (directly or in the
form of ADSs) are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted 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 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 readjusted to the Conversion Rate that would then
be in effect if such Record Date for such issuance had not occurred.


 






    67


     


    

 


For purposes of this Section 13.05(b), in determining
whether any rights, options or warrants entitle the holders to subscribe for or purchase 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 ADSs (divided by the number
of Ordinary Shares represented by one ADS on each relevant Trading Day) or to subscribe for or purchase the ADSs at a price per ADS less
than such average of the Last Reported Sale Prices of the ADSs, in each case, over 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 Ordinary Shares or ADSs, as the case may be, there shall be taken into account any consideration received by the Company
for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other
than cash, to be determined by the Board of Directors.


 


(c)              
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Ordinary Shares
(directly or in the form of ADSs), excluding (i) dividends, distributions, rights, options or warrants as to which an adjustment was effected
pursuant to Section 13.05(a) or Section 13.05(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was
effected pursuant to Section 13.05(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 13.05(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:


 


CR1 = CR0
x       SP0      


            
          SP0 - FMV


 


		where,	



 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;




 


	SP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares represented by one ADS on each relevant
Trading Day) 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 Ordinary
Share (directly or in the form of ADSs) on the Ex-Dividend Date for such distribution.



 






    68


     


    

 


Any increase made under the above portion of this Section 13.05(c)
shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so
paid or made, the Conversion Rate shall be readjusted 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
shall receive, in respect of each US$1,000 principal amount of the Notes, at the same time and upon the same terms as holders of the Ordinary
Shares (directly or in the form of ADSs) receive the Distributed Property, the amount and kind of Distributed Property such Holder would
have received if such Holder owned a number of Ordinary Shares (directly or in the form of ADSs) based on the Conversion Rate in effect
on the Ex-Dividend Date for the distribution.


 


With respect to an adjustment pursuant to this
Section 13.05(c) where there has been a payment of a dividend or other distribution on the 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 such dividend or other distribution is complete, will be, listed or admitted for trading on a
U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (including the Hong Kong Stock Exchange) (a “Spin-Off”),
the Conversion Rate shall be increased based on the following formula: where,


 


CR1 = CR0
x FMV0 + MP0


                  MP0


 


 where,




 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the Spin-Off;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for the Spin-Off;




 


	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares
(directly or in the form of ADSs) applicable to one 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 Ordinary Shares (directly or in the form of 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 for the Spin-Off
(the “Valuation Period”); and




 


	MP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS on each
relevant Trading Day) over the Valuation Period.




 









    69


     


    

 


The adjustment to the Conversion Rate under the
preceding paragraph shall be determined on the last Trading Day of the Valuation Period but will be given effect immediately after the
close of business on the Record Date for the Spin-Off; provided that in respect of any conversion during the Valuation Period, references
in the portion of this Section 13.05(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced with such lesser number
of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and excluding, the Conversion Date in
determining the Conversion Rate.


 


For purposes of this Section 13.05(c) (and subject
in all respects to Section 13.12 (Shareholder Rights Plans)), rights, options or warrants distributed by the Company to all holders
of the Ordinary Shares (directly or in the form of ADSs) entitling them to subscribe for or purchase shares of the Company’s Capital
Stock, including 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 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 Ordinary Shares (directly
or in the form of ADSs), shall be deemed not to have been distributed for purposes of this Section 13.05(c) (and no adjustment to the
Conversion Rate under this Section 13.05(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 13.05(c). If any such right, option or warrant, including any such existing rights, options or warrants
distributed prior to the date of this Indenture, is 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 Record 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 13.05(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 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 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.


 









    70


     


    

 


For purposes of Section 13.05(a), Section 13.05(b)
and this Section 13.05(c), any dividend or distribution to which this Section 13.05(c) is applicable that also includes one or both of:


 


(A)              
a dividend or distribution of Ordinary Shares (directly or in the form of ADSs) to which Section 13.05(a) is applicable
(the “Clause A Distribution”); or


 


(B)              
a dividend or distribution of rights, options or warrants to which Section 13.05(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 13.05(c) is applicable (the “Clause
C Distribution”) and any Conversion Rate adjustment required by this Section 13.05(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 13.05(a) and Section 13.05(b) with respect thereto shall then be made, except that,
if determined by the Company (I) the “Record Date” of the Clause A Distribution and the Clause B Distribution shall be deemed
to be the Record Date of the Clause C Distribution and (II) any 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 close of business on such
Record Date or immediately after the open of business on such effective date, as applicable” within the meaning of Section 13.05(a)
or “outstanding immediately prior to the close of business on such Record Date” within the meaning of Section 13.05(b).


 


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


 


CR1 = CR0
x SP0   


                   SP0 - C


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;




 


	SP0	=	the Last Reported Sale Price of the ADSs (divided by the number of Ordinary Shares then represented by one ADS on such Trading Day) on
the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and




 


	C	=	the amount in cash per Ordinary Share the Company distributes to all or substantially all holders of the Ordinary Shares (directly or
in the form of ADSs).



 









    71


     


    

 


Any increase pursuant to this Section 13.05(d) shall become effective
immediately after the close of business on the Record Date for such dividend or distribution. If such dividend or distribution is not
so paid, the Conversion Rate shall be readjusted, 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
shall receive, for each US$1,000 principal amount of the Notes, at the same time and upon the same terms as holders of the Ordinary Shares
(directly or in the form of ADSs), the amount of cash that such Holder would have received if such Holder owned a number of Ordinary Shares
(directly or in the form of ADSs) based on the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.


 


(e)              
If the Company or any of its Subsidiaries or consolidated affiliated entities makes a payment in respect of a tender or exchange
offer for the 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 or ADS exceeds the Last Reported Sale Price of the ADSs (divided by, in relation to Ordinary Shares,
the number of Ordinary Shares then represented by one ADS on such Trading Day) on the Trading Day next succeeding the last date on which
tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Expiration Date”),
the Conversion Rate shall be increased based on the following formula:


 


CR1 = CR0
x AC + (SP1 x OS1)


                OS0 x SP1


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Expiration Date;




 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the Expiration Date;




 


	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Ordinary Shares
(directly or in the form of ADSs, as the case may be) purchased in such tender or exchange offer;



 


	OS0	=	the number of Ordinary Shares outstanding immediately prior to the close of business on the Expiration Date (prior to giving effect to
the purchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);




 


	OS1	=	the number of Ordinary Shares outstanding immediately after the close of business on the Expiration Date (after giving effect to the
purchase of all 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 Ordinary Shares then represented by one ADS on each
such Trading Day) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration
Date.




 






    72


     


    

 


The adjustment to the Conversion Rate under this Section 13.05(e) shall
occur with effect as of the close of business on the 10th consecutive Trading Day immediately following, and including, the
Trading Day immediately following the Expiration Date, but will be given effect as of the close of business on the Expiration Date; provided
that if the Conversion Date occurs within the 10 consecutive Trading Days immediately following, and including, the Trading Day immediately
following the Expiration Date, any reference in this Section 13.05(e) with respect to 10 consecutive Trading Days shall be deemed replaced
with a reference to such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately following the
Expiration Date to, and including, the Conversion Date in determining the applicable Conversion Rate. No adjustment to the Conversion
Rate under this Section 13.05(e) shall be made if such adjustment would result in a decrease in the Conversion Rate.


 


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


 


(g)         In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 13.05, and to the extent permitted by applicable
law and subject to the applicable rules of The NASDAQ Global Market and any other securities exchange on which any of the Company’s
securities are then listed (including the Hong Kong Stock Exchange), 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 Ordinary Shares or the ADSs or rights to purchase Ordinary Shares or ADSs in connection with a dividend or distribution of Ordinary
Shares or ADSs (or rights to acquire Ordinary Shares or ADSs) or similar event.


 


(h)         Notwithstanding anything to the contrary in this Article 13 (Conversion of Notes), the Conversion Rate shall not be adjusted:


 


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


 


(ii)              upon
the issuance of any Ordinary Shares, Class B Ordinary Shares or ADSs or options or rights to purchase those Ordinary Shares, Class B
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 or consolidated affiliated
entities;


 






    73


     


    

 


(iii)           
upon the issuance of any Ordinary Shares, Class B 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;


 


(iv)            
solely for a change in the par value of the Ordinary Shares or Class B Ordinary Shares; or


 


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


 


(i)            All calculations and other determinations under this Article 13 (Conversion of Notes) shall be made by the Company and shall
be made to the nearest one-ten thousandth (1/10,000) of an ADS.


 


(j)            Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent if not
the Trustee) an Officers’ Certificate setting forth the Conversion Rate before and after such adjustment and the date on which
each adjustment becomes effective, and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible
Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in
effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting
forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall send such notice of such adjustment
of the Conversion Rate to each Holder at its last address appearing on the Note Register (or in the case of Global Notes, electronically
in accordance with the applicable rules and procedures of Euroclear and/or Clearstream) with a copy to the Trustee and Conversion Agent
(if other than the Trustee). Failure to deliver such notice shall not affect the legality or validity of any such adjustment.


 


(k)           For purposes of this Section 13.05, the number of Ordinary Shares at any time outstanding shall not include 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 Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs), but shall include Ordinary Shares issuable in
respect of scrip certificates issued in lieu of fractions of Ordinary Shares.


 


(l)            For
purposes of this Section 13.05, the “effective date” means the first date on which the ADSs trade on the applicable
exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.


 


Section 13.06   
Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported
Sale Prices or the ADS Price for purposes of a Make-Whole Fundamental Change or a Tax Redemption 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 13.05, or any event requiring an adjustment to the Conversion Rate pursuant to Section 13.05 where the Record 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 or
ADS Prices are to be calculated.


 






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Section 13.07   
Ordinary Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but
unissued Ordinary Shares or Ordinary Shares held in treasury, a sufficient number of authorized, validly-issued and fully paid Ordinary
Shares that corresponds to the number of Conversion Securities 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 Conversion Securities, all such Notes would be converted by
a single Holder).


 


Section
13.08    Effect of Recapitalizations,
Reclassifications and Changes of the Ordinary Shares.


 


(a)           In
the case of:


 


(i)                
any recapitalization, reclassification or change of the Ordinary Shares (other than changes resulting from a subdivision or combination
or change in par value),


 


(ii)             
any consolidation, merger, combination, amalgamation, scheme of arrangement or scheme of reconstruction or similar transaction
involving the Company,


 


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


 


(iv)            
any statutory share exchange,


 


in each case, as a result of which the
Conversion Securities would be converted into, or exchanged for, Capital 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(g) (Supplemental Indentures Without Consent of Holders)
providing that, at and after the effective time of such Merger Event, the right to convert each US$1,000 principal amount of the
Notes shall be changed into a right to convert such principal amount of the Notes into the kind and amount of shares of Capital
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
(x) at and after the effective time of the Merger Event the number of ADSs otherwise deliverable upon conversion of the Notes in
accordance with Section 13.02 (Conversion Procedure; Settlement Upon Conversion) 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; (y)
any amount payable in cash upon conversion of the Notes as set forth in this Indenture will continue to be payable in cash, and (z)
the Last Reported Sale Price shall be calculated based on the value of a unit of Reference Property.


 






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If the Merger Event causes the ADSs or 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 (A)
the weighted average of the types and amounts of consideration received by the holders of ADSs or Ordinary Shares that affirmatively make
such an election or (B) if no holders of ADSs or Ordinary Shares affirmatively make such an election, the types and amounts of consideration
actually received by the holders of the ADSs or Ordinary Shares and (ii) the unit of Reference Property for purposes of the immediately
preceding paragraph shall refer to the consideration referred to in clause (i) or clause (ii), as the case may be, attributable to one
ADS. 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 13 (Conversion of Notes) (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 Capital 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 provisions to protect the interests of the Holders of the Notes, including the repurchase
rights of Holders pursuant to Article 15 (Repurchase of Notes at Option of Holders) and the redemption right of Holders pursuant
to Article 16 (Redemption only for Taxation Reasons), as the Board of Directors shall reasonably consider necessary by reason of
the foregoing.


 


(b)              
In the event a supplemental indenture is executed pursuant to subsection (a) of this Section 13.08 (Effect of Recapitalizations,
Reclassifications and Changes of the Ordinary Shares), the Company shall promptly file with the Trustee an Officers’ Certificate
briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference
Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied
with. The Company shall cause notice of the execution of such supplemental indenture to be sent to each Holder, at its address appearing
on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.


 


(c)               The
Company shall not become a party to any Merger Event unless its terms are consistent with this Section 13.08 (Effect of
Recapitalizations, Reclassifications and Changes of the Ordinary Shares). None of the foregoing provisions shall affect the
right of a Holder of Notes to convert its Notes into Conversion Securities as set forth in Section 13.01 (Conversion
Privilege) and Section 13.02 (Conversion Procedure; Settlement Upon Conversion) prior to the effective date of such
Merger Event.


 






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(d)              
The above provisions of this Section 13.01 (Conversion Privilege) shall similarly apply to successive Merger Events.


 


Section 13.09   
Certain Covenants. (a) The Company covenants that all Conversion Securities delivered upon conversion of Notes (and
in the case of ADSs, all 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.


 


(b)              
The Company further covenants that if at any time the Ordinary Shares (directly or in the form of ADSs) shall be listed on any
U.S. Exchange or Permitted Exchange, the Company will list and keep listed on any such exchange or automated quotation system, so long
as the Ordinary Shares (directly or in the form of ADSs) shall be so listed on any such exchange or automated quotation system, any Conversion
Securities deliverable upon conversion of the Notes.


 


(c)              
The Company covenants to take all actions and obtain all approvals and registrations as are necessary or appropriate with respect
to the conversion of the Notes into Conversion Securities, in each case, in accordance with the terms of this Indenture.


 


(d)              
Subject to Section 13.13 (Amendment Upon Unavailability of ADS Facility), if applicable, the Company further covenants to
provide Holders with a reasonably detailed written description of the mechanics for the delivery of ADSs upon conversion of Notes as set
forth in the Deposit Agreement upon request by the ADS Depositary or the ADS Custodian.


 


Section 13.10   
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility
to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment
(including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee
and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 13. 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 13.08 (Effect of Recapitalizations, Reclassifications
and Changes of the Ordinary Shares) 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 13.08 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 7.01 (Duties and Responsibilities of Trustee), may accept (without
any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon,
the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental
indenture) with respect thereto.


 






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Section 13.11   
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 13.05
(Adjustment of Conversion Rate) or Section 13.11 (Notice to Holders Prior to Certain Actions);


 


(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 sent 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 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 Ordinary Shares or ADSs, as the case may be, of record shall be entitled
to exchange their 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.


 


Section 13.12    Shareholder
Rights Plans. To the extent that the Company has a shareholder rights plan in effect upon conversion of the Notes, each of the
Conversion Securities delivered upon such conversion shall be entitled to receive (either directly or in respect of the Ordinary
Shares underlying such ADSs) the appropriate number of rights under the shareholder rights plan, if any, and the global securities
representing the Conversion Securities delivered upon such conversion shall bear such legends, if any, in each case as may be
provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. Notwithstanding the
foregoing, if, prior to any conversion, the rights have separated from the Ordinary Shares underlying the ADSs in accordance with
the provisions of the applicable shareholder 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 Ordinary Shares (directly or in the form of ADSs) Distributed
Property as provided in Section 13.05(c) (Adjustment of Conversion Rate), subject to readjustment in the event of the
expiration, termination or redemption of such rights.


 






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Section 13.13   
Amendment Upon Unavailability of ADS Facility. If the Ordinary Shares cease to be represented by American depositary
shares issued under a depositary receipt program sponsored by the Company (the “ADS Cessation Date”) and the Ordinary
Shares at such time are listed and traded on any U.S. Exchange or Permitted Exchange (each, an “Amendment Event”),
on and after the effective date of an Amendment Event, Section 13.08 (Effect of Recapitalizations, Reclassifications and Changes of
the Ordinary Shares) shall be deemed to apply mutatis mutandis as if the Reference Property for the Notes were the Ordinary
Shares (and other property, if any) represented by the ADSs on the effective date of such Amendment Event; provided that, the
supplemental indenture required therein to reflect the replacement of the ADSs with the Ordinary Shares (and other property, if any)
shall be executed no later than five Business Days after the effective date of such Amendment Event and, in addition to the amendments
required under Section 13.08 (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares), the supplemental
indenture shall also provide that:


 


(a)              
each reference herein (and in the Notes) to the ADSs related to the terms of the Notes shall be replaced by a reference to the
number of Ordinary Shares (and other property, if any) represented by the ADSs on the effective date of such Amendment Event;


 


(b)              
all references to the “Last Reported Sale Price,” “Daily VWAP” and “Trading Day” of the ADSs
herein shall be replaced by the “Last Reported Sale Price,” “Daily VWAP” and “Trading Day” of the
Ordinary Shares, respectively, as customarily defined for securities traded on the Relevant Exchange;


 


(c)              
other appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such Amendment Event; and


 


(d)              
such other provisions that the Board of Directors reasonably determines are appropriate will be made to preserve the economic interests
of the Holders and to give effect to clauses (a) to (c) above.


 


In making any amendment
to the terms or definitions relating to trading and listing of Ordinary Shares (including, but not limited to, “Last Reported
Sale Price,” “Daily VWAP,” “Trading Day” and “Fundamental Change”), the relevant exchange
on which Ordinary Shares are listed or traded for purpose of such terms and definitions (the “Relevant Exchange”)
shall be: (x) if the Ordinary Shares at such time are listed on a U.S. Exchange, such U.S. Exchange; or (y) if the Ordinary Shares
at such time are not listed on any U.S. Exchange but are listed on a Permitted Exchange, such Permitted Exchange; provided that if
the Ordinary Shares at that time are listed on more than one Permitted Exchange, the Relevant Exchange shall be the Permitted
Exchange that is the primary stock exchange for the Ordinary Shares, provided further that if the Ordinary Shares at that time are
listed on more than one Permitted Exchange that is a primary stock exchange for the Ordinary Shares, the Relevant Exchange shall be
the primary stock exchange with the highest trading volume of the Ordinary Shares during the twenty (20) consecutive Trading Days
period immediately prior to the date of amendment.


 






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In making such amendments, if currency translations
between U.S. Dollars and any other currency are required, the exchange rate in effect on the date of determination as the Board of Directors
determines in good faith shall apply.


 


The Company shall cause to be filed with the Trustee
and the Conversion Agent (if other than the Trustee) and to be sent 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 effective date of the relevant Amendment Event, a notice stating the effective
date of the relevant Amendment Event and any adjustment to the Conversion Rate.


 


ARTICLE
14

PRINCIPAL; REDEMPTION AT MATURITY


 


Section 14.01   
Principal. Any and all principal amount of the outstanding Notes remaining unpaid, together with all interest accrued
but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Maturity Date unless previously
converted, exchanged, redeemed, repurchased or otherwise cancelled.


 


Section 14.02   
 Redemption at Maturity. Unless previously repurchased, converted or purchased and cancelled as provided herein, the
Company shall repurchase all of the Notes from the Holders by paying the Maturity Redemption Price on the Maturity Date. The “Maturity
Redemption Price” means an amount equal to the sum of the principal amount of the outstanding Notes on the Maturity Date and
the accrued and unpaid interest thereon.


 


ARTICLE
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section 15.01   
Repurchase at Option of Holders.


 


(a)              
Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on [_], 2027 (the
“Repurchase Date”, and such option, the “Repurchase Option”), all of such Holder’s Notes,
or any portion thereof that is in denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof, at
a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased,
plus accrued and unpaid interest to, but excluding, the Repurchase Date. For the avoidance of doubt, accrued and unpaid interest
payable on the Interest Payment Date falling on the Repurchase Date will not be paid to the Holders who have submitted their Notes for
repurchase on the Repurchase Date, but to the Holders of record at the close of business on the Regular Record Date immediately preceding
the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall send a written notice (the “Company
Notice”) to the Trustee, to the Paying Agent, the Conversion Agent (if other than the Trustee) and to each Holder at its address
shown in the Note Register of the Note Registrar. The Company Notice shall state:


 






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(i)                
 the last date on which a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration
Time”);


 


 


(ii)             
the Repurchase Price;


 


(iii)           
the Repurchase Date;


 


(iv)            
the name and address of the Conversion Agent and the Paying Agent;


 


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


 


(vi)            
that the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and


 


(vii)         
the procedures a Holder must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those
rights.


 


At the Company’s written 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 Company Notice shall be prepared by the Company.


 


Simultaneously with providing the Company Notice,
the Company shall publish a notice containing the information included in the 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.


 


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 15.01 (Repurchase at Option of Holders).


 


Repurchases of Notes under this Section 15.01 (Repurchase
at Option of Holders) shall be made, at the option of the Holder thereof, upon:


 


(i)                 
delivery to the Trustee (or another agent designated for this purpose) by the Holder of a duly completed notice (the “Repurchase
Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes,
or in compliance with the procedures of Euroclear and/or Clearstream for surrendering interests in global notes, if the Notes are Global
Notes; and


 


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


 






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in each case of (i) and (ii), during the
period beginning at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close
of business on the second Business Day immediately preceding the Repurchase Date. If a Repurchase Notice is given and withdrawn during
such period, the Company will be under no obligation to repurchase the Notes, in relation to which the Repurchase Notice was given.


 


Each Repurchase Notice shall state:


 


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


 


(B)              
the portion of the principal amount of the Notes to be repurchased, which must be in denominations of US$200,000 principal
amount and integral multiples of US$1,000 in excess thereof; and


 


(C)              
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 Repurchase Notice must comply with appropriate Depositary procedures.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee the Repurchase Notice contemplated by this Section 15.01 (Repurchase at Option of Holders)
shall have the right to withdraw, in whole or in part, such Repurchase Notice at any time prior to the close of business on the second
Business Day immediately preceding the Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee in
accordance with Section 15.03 (Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice).


 


The Trustee shall promptly notify the Company of
the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.


 


No Repurchase Notice with respect to any Notes
may be delivered and no Note may be surrendered for repurchase pursuant to this Section 15.01 by a Holder thereof to the extent such Holder
has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with Section 15.02 (Repurchase at
Option of Holders Upon a Fundamental Change) and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance
with Section 15.03 (Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice).


 


(b)               Notwithstanding
the foregoing, no Notes may be repurchased by the Company at the option of the Holders on the Repurchase Date if the principal
amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except
in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such
Notes). The Trustee 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 Repurchase Price with
respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with
the rules and procedures of Euroclear and/or Clearstream shall be deemed to have been cancelled, and, upon such return or
cancellation, as the case may be, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.


 






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Section 15.02   
Repurchase at Option of Holders Upon a Fundamental Change. 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 in denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof,
on the Business Day (the “Fundamental Change Repurchase Date”) notified in writing by the Company as set forth in
Section 15.02(b) (Repurchase at Option of Holders Upon a Fundamental Change) 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
to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay on such Interest
Payment Date the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental
Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Trustee
and any other Conversion Agent, Paying Agent or any other agent appointed for such purposes shall have no responsibility to determine
the Fundamental Change Repurchase Price.


 


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


 


(i)                
delivery to the Paying Agent (or any other agent appointed for this purpose) 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 rules and procedures of Euroclear and/or Clearstream for surrendering interests in global
notes, if the Notes are Global Notes; and


 


(ii)             
delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent (or another agent appointed for such purposes) together
with, or 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 rules and procedures of Euroclear and/or Clearstream,
in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


in each case (i) and (ii), on or before
the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date


 






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


 


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


 


(B)              
the portion of the principal amount of Notes to be repurchased, which must be in denominations of US$200,000 principal amount
and integral multiples of US$1,000 in excess thereof; and


 


(C)              
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 the Fundamental Change Repurchase Notice contemplated by this Section 15.02 (Repurchase at Option of Holders
Upon a Fundamental Change) 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 duly completed written notice of withdrawal to the Paying Agent (or any other agent appointed for this purpose) in accordance with
Section 15.03 (Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice).


 


The Paying Agent (or any other agent appointed
for this purpose) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice
of withdrawal thereof.


 


No Fundamental Change Repurchase Notice with respect
to any Notes may be delivered and no Note may be surrendered by a Holder for repurchase thereof if such Holder has also surrendered a
Repurchase Notice in accordance with Section 15.01 (Repurchase at Option of Holders) and not validly withdrawn such Repurchase
Notice in accordance with Section 15.03 (Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice).


 


(b)              
On or before the 10th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders and the
Trustee, the Paying Agent and the Conversion Agent or any other agent appointed for such purpose a written notice (the “Fundamental
Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders
arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes,
such notice may be delivered electronically in accordance with the applicable rules and procedures of Euroclear and/or Clearstream. 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:


 


(i)                
 the events causing the Fundamental Change and whether such events also constitute a Make-Whole Fundamental Change;


 






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(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 (Repurchase of Notes at Option
of Holders);


 


(iv)            
the Fundamental Change Repurchase Price;


 


(v)              
the Fundamental Change Repurchase Date;


 


(vi)            
the name and address of the Trustee, the Paying Agent, the Conversion Agent or any other agent appointed for the repurchase, if
any;


 


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


 


(viii)       
if applicable, that the Notes with respect to which a Fundamental Change Repurchase Notice or Repurchase Option has been delivered
by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice or Repurchase Notice, as the case may
be, 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 (Repurchase at Option of Holders Upon a Fundamental Change).


 


At the Company’s written request, the Paying
Agent (or any other agent appointed for such purpose) 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.


 


(a)               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 (or any other agent appointed for such purpose)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 rules and procedures of Euroclear and/or Clearstream 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 Repurchase Notice or Fundamental Change Repurchase Notice. (a) A Repurchase Notice or 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 Trustee,
Paying Agent or any other agent appointed for such purpose in accordance with this Section 15.03 (Withdrawal of Repurchase Notice
or Fundamental Change Repurchase Notice) at any time prior to the close of business on the second Business Day immediately preceding
the Repurchase Date or prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase
Date, as the case may be, specifying:


 


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


 


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


 


(C)              
the principal amount, if any, of such Note that remains subject to the original Repurchase Notice or Fundamental Change
Repurchase Notice, as the case may be, which portion must be in denominations of US$200,000 principal amount and integral multiples of
US$1,000 in excess thereof,


 


provided, however, that if the Notes are Global Notes,
the notice must comply with appropriate rules and procedures of Euroclear and/or Clearstream.


 


Section 15.04   
Deposit of Repurchase Price or Fundamental Change Repurchase Price(a). (a) The
Company will deposit with the Paying Agent (or any other paying agent appointed by the Company, or if the Company is acting as its own
Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04 (Provisions as to Paying Agent)) at or prior
to 10:00 a.m., London time, one Business Day prior to the Repurchase Date or Fundamental Change Repurchase Date, as the case may be,
an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Repurchase Price or Fundamental Change
Repurchase Price. Subject to receipt of funds and/or Notes by the Paying Agent (or any other paying agent appointed by the Company),
payment for Notes surrendered for repurchase (and not withdrawn in accordance with Section 15.03 (Withdrawal of Repurchase Notice
or Fundamental Change Repurchase Notice)) will be made on the later of (i) the Repurchase Date or Fundamental Change Repurchase Date,
as the case may be (provided the Holder has satisfied the conditions in Section 15.01 (Repurchase at Option of Holders)
or Section 15.02 (Repurchase at Option of Holders Upon a Fundamental Change), as the case may be) and (ii) the time of book-entry
transfer or the delivery of such Note to the Paying Agent (or any other paying agent appointed by the Company) by the Holder thereof
in the manner required by Section 15.01 (Repurchase at Option of Holders) or Section 15.02 (Repurchase at Option of Holders
Upon a Fundamental Change), 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 Common Depositary shall be made by wire
transfer of immediately available funds to the account of the Common Depositary or its nominee. The Paying Agent (or any other
paying agent appointed by the Company) shall, promptly after such payment and upon written demand by the Company, return to the Company
any funds in excess of the Repurchase Price or Fundamental Change Repurchase Price, as the case may be.





 



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


 


(c)              
Upon surrender of a Physical Note that is to be repurchased in part pursuant to Section 15.01 (Repurchase at Option of Holders)
or Section 15.02 (Repurchase at Option of Holders Upon a Fundamental Change), the Company shall execute and the Trustee, upon receipt
of a Company Order, shall authenticate and deliver to the Holder a new Physical Note in an authorized denomination equal in principal
amount to the unrepurchased portion of the Note surrendered.


 


Section 15.05   
Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company
will, if required, comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes,
so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article
15.


 


ARTICLE
16

REDEMPTION ONLY FOR TAXATION REASONS


 


Section 16.01   
No Redemption Except for Taxation Reasons. (a) The Notes may not be redeemable by the Company at its option prior to
the Maturity Date, except as set out in this Article 16 (Redemption only for Taxation Reasons), and no sinking fund shall be provided
for the Notes. The Notes may be redeemed at the Company’s option, in whole but not in part (a “Tax Redemption”),
at the Tax Redemption Price, if the Company is or would be required to pay Additional Amounts (which are more than a de minimis
amount) as a result of (i) any change in the Applicable Tax Law of a Relevant Taxing Jurisdiction, which change is not publicly announced
before, and becomes effective after, the date when the Notes are initially issued (or, if the applicable taxing jurisdiction became a
Relevant Taxing Jurisdiction on a date after the Notes are initially issued, such later date), or (ii) any change on or after the date
when the Notes are initially issued or, in the case of a Successor Company, after the date such Successor Company assumes all of the
Company’s obligations under the Notes and this Indenture, in an interpretation, administration or application of such Applicable
Tax Law 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 such change, a “Change in Tax Law”); provided that
the Company cannot avoid these obligations by taking reasonable measures available to it (provided that changing the Company’s
jurisdiction of organization or domicile shall not be considered a reasonable measure) and further provided that, prior to or
simultaneously with the Tax Redemption Notice, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel
specializing in taxation attesting that the Company has or will become, on or before the Tax Redemption Date, obligated to pay such Additional
Amounts as a result of a Change in Tax Law. The Trustee shall and is entitled to accept and rely upon such Opinion of Counsel and Officers’
Certificate (without further investigation or enquiry) and it shall be conclusive and binding on the Holder.


 






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(b)              
If the Tax Redemption Date falls after a Regular Record Date and on or prior to the immediately following Interest Payment Date,
the Company shall, on or, at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, and
any Additional Amounts with respect to such interest, due on such interest payment date to the Holder of the Notes on the Regular Record
Date corresponding to such Interest Payment Date.


 


(c)       The
Company shall notify the Trustee in writing of its election and the date on which such interest and any Additional Amounts with respect
to such interest will be paid at the time it provides such Tax Redemption Notice.


 


Section 16.02   
Notice of Tax Redemption. (a) In the event that the Company exercises its Tax Redemption right pursuant to Section
16.01 (No Redemption Except for Taxation Reasons), it shall fix a date for redemption (the “Tax Redemption Date”)
and it or, at its written request received by the Trustee not less than 35 days prior to the Tax Redemption Date (or such shorter period
of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company shall send, or cause to be
sent, a written notice of such Tax Redemption prepared by the Company (a “Tax Redemption Notice”) not less than 30
nor more than 60 calendar days prior to the Tax Redemption Date to each Holder of Notes so to be redeemed at its last address as the
same appears on the Note Register (or in the case of Global Notes, electronically in accordance with the applicable rules and procedures
of Euroclear and/or Clearstream); provided, however, that, if the Company shall give such notice, it shall also give a
written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be a Business Day.


 


(b)               
The Company shall not give any Tax Redemption Notice earlier than 60 days prior to the earliest date on which the Company
would be obligated to pay any Additional Amounts, and the obligation to pay such Additional Amounts must be in effect at the time such
Tax Redemption Notice is given. 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 its website or through such other public medium
as it may use at that time.


 






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


 


(d)               
Each Tax Redemption Notice shall specify:


 


(i)                
the Tax Redemption Date;


 


(ii)             
the Tax Redemption Price;


 


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


 


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


 


(v)              
that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Business Day immediately
preceding the Tax Redemption Date;


 


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


 


(vii)         
that Holders have the right to elect not to have their Notes redeemed by delivery to the Company, with a copy to the Paying Agent,
a written notice to that effect not later than the second Business Day immediately preceding the Tax Redemption Date;


 


(viii)       
that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth herein;


 


(ix)            
that, at and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed (a) will not receive any Additional
Amounts with respect to payments or delivery (including consideration due in respect of conversion, the Repurchase Price or the Fundamental
Change Repurchase Price, and whether payable in cash, Conversion Securities or otherwise) made in respect to such Holders’ Notes
solely as a result of the Change in Tax Law that caused such Additional Amounts to be paid after the Tax Redemption Date and (b) all
future payments (including consideration due in respect of conversion, the Repurchase Price or the Fundamental Change Repurchase Price,
and whether payable in cash, Conversion Securities or otherwise) with respect to the Notes will be subject to any tax required to be
withheld or deducted under the laws of a Relevant Taxing Jurisdiction, as a result of such Change in Tax Law; provided that, notwithstanding
the foregoing, if a Holder electing not to be subject to a Tax Redemption converts its Notes in connection with such Tax Redemption,
the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion;


 






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(x)              
the Conversion Rate and, if applicable, the number of ADSs added to the Conversion Rate in accordance with Section 13.04 (Increased
Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Change and Tax Redemption); and


 


(xi)            
the ISIN, Common Code or other similar numbers, if any, assigned to such Notes.


 


A Tax Redemption Notice shall be irrevocable and shall not be subject
to conditions. In the case of a Tax Redemption, a Holder may convert its Notes at any time until the close of business on the second Business
Day preceding the Tax Redemption Date.


 


Section 16.03   
Payment of Notes Called for Tax Redemption for Taxation.


 


(a)              
If any Tax Redemption Notice has been given in respect of the Notes in accordance with Section 16.02 (Notice of Tax Redemption),
the Notes shall become due and payable on the Tax Redemption Date at the place or places stated in the Tax Redemption Notice and at the
applicable Tax Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Tax Redemption Notice,
the Notes shall be paid and redeemed by the Company and the applicable Tax Redemption Price.


 


(b)              
Prior to 10:00 a.m., London time on the Tax Redemption Date, the Company shall deposit with the Paying Agent or, if the Company
or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 4.04 (Provisions
as to Paying Agent) an amount of cash in immediately available funds, sufficient to pay the Tax Redemption Price of all of the Notes
to be redeemed on such Tax Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall
be made on the Tax Redemption Date for such Notes. The Trustee (or other Paying Agent appointed by the Company) shall, promptly after
such payment and upon written demand by the Company, return to Company any funds in excess of the Tax Redemption Price.


 






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Section 16.04   
Holders’ Right to Avoid Redemption. Notwithstanding anything to the contrary in this Article 16, if the Company
has given a Tax Redemption Notice as described in Section 16.02 (Notice of Tax Redemption), each Holder of Notes will have the
right to elect that such Holder’s Notes will not be subject to Tax Redemption. If a Holder elects not to be subject to a Tax Redemption,
the Company will not be required to pay any Additional Amounts (including consideration due in respect of conversion, Repurchase Price
or Fundamental Change Repurchase Price, and whether payable in cash, Conversion Securities or otherwise) with respect to any payment
of interest, payment of principal or delivery made in respect of such Holder’s Notes following the Tax Redemption Date solely as
a result of the Change in Tax Law that caused such Additional Amounts to be paid after the Tax Redemption Date, and all subsequent payments
in respect of such Holder’s Notes will be subject to any tax required to be withheld or deducted under the laws of a Relevant Taxing
Jurisdiction, as a result of the Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to
be subject to a Tax Redemption converts its Notes in connection with such Tax Redemption, the Company will be obligated to pay Additional
Amounts, if any, with respect to such conversion. The obligation to pay Additional Amounts to any electing Holder for periods up to the
Tax Redemption Date shall remain subject to the exceptions set forth under Section 4.07 (Additional Amounts). Where no election
is made, the Holder will have its Notes redeemed without any further action. Holders must exercise their option to elect to avoid a Tax
Redemption by written notice to the Company (with a copy to the Paying Agent) no later than the close of business on the second Business
Day immediately preceding the Tax Redemption Date, provided that a Holder that has complied with the requirements set forth in
Section 13.02 (Conversion Procedure; Settlement Upon Conversion) will be deemed to have delivered a notice of its election to
avoid a Tax Redemption. If Notes are in global form, the rights of beneficial owners in any Global Note, including any election in connection
with a tax redemption pursuant to this Section above, shall be exercised only through the Common Depositary subject to customary rules
and procedures of Euroclear and/or Clearstream.


 





 


Section 16.05   
Restrictions on Tax Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes
has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the
Tax Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Tax Redemption
Price with respect to such Notes).


 


Section 16.06   
Withdrawal of Notice of Election to Avoid a Tax Redemption. A Holder may withdraw any notice of election to avoid a
Tax Redemption (other than such a deemed notice of election) made pursuant to Section 16.04 (Holders’ Rights to Avoid Redemption),
by delivering to the Company (with a copy to the Paying Agent) a written notice of withdrawal prior to the close of business on the second
Business Day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the redemption price on the Tax Redemption
Date, such later date on which the Company pays the Tax Redemption Price).


 


ARTICLE
17

MISCELLANEOUS PROVISIONS


 


Section 17.01   
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.


 






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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 delivered in person, transmitted by facsimile, (except for notices given to the Trustee) sent via electronic
mail (with portable document format attached) or 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:


 


GDS Holdings Limited


F/5, Building C


Sunland International


No.999, Zhouhai Road


Pudong, Shanghai 200137


Attention: Daniel Newman, Chief Financial
Officer


Fax: +86-21-5118-6902


 


Any notice, direction, request or demand hereunder to or upon the Trustee
shall be given or served in person, transmitted by facsimile or deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office with a copy to:


 


The Bank of New York Mellon, London Branch, as
Trustee


One Canada Square


London E14 5AL


United Kingdom


Attention: Trustee Administration Manager/GDS Holdings
Limited


Fax: (+44) 207 964 2509


 


With a copy to:


 


The Bank of New York Mellon, Hong Kong
Branch

Level 26, Three Pacific Place

1 Queen’s Road East

Hong Kong

Attention: Global Corporate Trust

Fax: +852 2295 3283


 


All notices and other communications under this Indenture shall be
in writing in English.


 


So long as and to the extent that the Notes are
represented by Global Notes and such Global Notes are held by the Common Depositary, any notice or demand to Holders will be deemed to
have been sufficiently given or served when so sent or deposited and, if to the Holders, when delivered in accordance with the applicable
rules and procedures of Euroclear and/or Clearstream, as the case may be. Any such notice shall be deemed to have been delivered on the
day such notice is delivered to Euroclear and/or Clearstream, as the case may be, or if by mail, when so sent or deposited.


 


The Company hereby
acknowledges that it is fully aware of the risks associated with transmitting instructions via Electronic Means, and being aware of
these risks authorizes the Trustee to accept and act upon any instruction sent to it or any Paying Agent, Conversion Agent or Note
Registrar in the Company's name or in the name of one or more appropriate authorized signers of the Company via Electronic Means.
The Trustee shall be entitled to rely on Section 7.06 (Compensation and Expenses of Trustee) of this Indenture when accepting
or acting upon any instructions, communications or documents transmitted by facsimile, and shall not be liable in the event any
facsimile transmission is not received, or is mutilated, illegible, interrupted, duplicated, incomplete, unauthorized or delayed for
any reason, including (but not limited to) electronic or telecommunications failure. Furthermore, notwithstanding the above, if any
Trustee receives information or instructions delivered by Electronic Means believed by it to be genuine and to have been sent by the
proper person or persons, the Trustee or any Paying Agent, Conversion Agent or Note Registrar shall have (i) no duty or obligation
to verify or confirm that the person who sent such instructions is in fact a person authorized to give instructions or directions on
behalf of the Company and (ii) no liability for any losses, liabilities, costs or expenses incurred or sustained by any holder, the
Company or any other person as a result of such reliance on or compliance with such information or instructions.


 






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


 


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


 


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


 


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


 


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


 


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
federal courts of the United States of America or the courts of the State of New York, in each case, located in the City of New York,
New York (collectively, the “specified courts”) and hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect
of its properties, assets and revenues.


 


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


 






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Section 17.05   
Submission to Jurisdiction; Service of Process. The Company irrevocably appoints [Cogency Global Inc.] as its authorized
agent 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:


 


GDS Holdings Limited

[c/o Cogency Global Inc.


[●]]


 


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 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.


 


(a)              
Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Trustee shall be entitled
to receive:


 


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


 


(ii)               
an Opinion of Counsel stating that, in the opinion of such counsel, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with and such action is permitted by the terms
of this Indenture.


 


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


 


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


 






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


 


(iii)             
a statement that, in the opinion of each such person, he has made such examination or investigation
as is necessary to enable him to express an informed opinion; and


 


(iv)              
a statement as to whether or not, in the opinion of each such person, such condition or
covenant has been complied with or such action is permitted by the terms of this Indenture, as the case may be.


 


Notwithstanding anything to the contrary in this
Section 17.06 (Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee), 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, Repurchase
Date, Tax Redemption Date or Maturity Date is not a Business Day (which, solely for the purposes of any payment required to be made on
any such Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date, Tax Redemption Date or Maturity Date and solely
for purposes of this Section 17.07, shall also not include days in which the office where the place of payment in the continental United
States is authorized or required by law to close), then such Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date,
Tax Redemption Date or Maturity Date, as applicable, will not be postponed but any action (which shall be limited to solely any payment
action in the case the immediately preceding parenthetical applies) 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 or
be paid 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.


 






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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   
Judgment Currency. The Company agrees to indemnify any party against any loss incurred by such party as a result of
any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency
(the “Judgment Currency”) other than U.S. Dollars and as a result of any variation as between (i) the rate of exchange
at which the U.S. Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate
of exchange at which such indemnified person is able to purchase U.S. Dollars with the amount of the Judgment Currency actually received
by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue
in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include
any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.


 


Section 17.13   
Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable,
then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired.


 


Section 17.14   
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 17.15   
Force Majeure. Notwithstanding anything to the contrary in this Indenture or in any other transaction document, the
Trustee and the Agents shall be not in any event liable for any loss or damage, or any failure or delay in the performance of its obligations
hereunder if it is prevented from so performing its obligations by any reason which is beyond the control of the Trustee and/or the Agents,
including, but not limited to, any existing or future law or regulation, any existing or future act of governmental authority, “act
of God,” flood, epidemic, pandemic, war whether declared or undeclared, terrorism, riot, rebellion, civil commotion, strike, lockout,
other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical
or electrical breakdown, computer failure or failure of any money transmission system or any event where performance of any duty or obligation
under or pursuant to this Indenture would or may be illegal or would result in the Trustee and/or the Agents being in breach of any law,
rule, regulation, or any decree, order or judgment of any court, or practice, request, direction, notice, announcement or similar action
(whether or not having the force of law) of any relevant government, government agency, regulatory authority, stock exchange or self-regulatory
organization to which the Trustee and/or Agents are subject.


 






    96


     


    

 


Section
17.16    Calculations. 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, accrued interest payable on the Notes, the number of Additional ADSs to be added to the Conversion Rate upon a Make-Whole
Fundamental Change or a Tax Redemption, if any, the Redemption Price 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 Holder of Notes upon the
prior written request and satisfactory proof of holding of that Holder at the sole cost and expense of the Company.





 


Section 17.17   
USA PATRIOT Act. The parties hereto acknowledge that in order to help the United States government fight the funding
of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of
the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person
establishing a relationship or opening an account. The parties to this Indenture agree that they will provide to the Trustee such information
as it may request, from time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including but not
limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity
who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation
or other identifying documents to be provided.


 


Section 17.18   
Remedies, Characterizations, other Obligations, Breaches and Injunctive Relief. The remedies provided in this Indenture
and the Notes shall be cumulative and in addition to all other remedies available under this Indenture and the Notes, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein or therein shall limit any Holder’s
right to pursue actual damages for any failure by the Company to comply with the terms of this Indenture or the Notes. In addition, where
a Holder has duly exercised its Conversion Rights in accordance with this Indenture, nothing herein shall prejudice such Holder from
making any claim for the value of the Conversion Securities which are required to be delivered by the Company in accordance with the
terms of this Indenture to satisfy the Conversion Obligation to which such Conversion Rights relate. Amounts set forth or provided for
herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder
and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder shall cause irreparable harm to the Holders and that the remedy
at law for any such breach shall be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holders shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 






    97


     


    







 


Section
17.19    Sanctions. The Company covenants and represents that neither it nor any of its
Affiliates, Subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including
the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security
Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”). The Company
covenants and represents that neither it nor any of its Affiliates, Subsidiaries, directors or officers use any payments made pursuant
to this Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation,
is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is
the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person and as if
those Sanctions applied to the Company.


 





[Remainder
of the page intentionally left blank]


 





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


 


	 	GDS HOLDINGS LIMITED




 





	 	By:	
	 	 	Name:
	 	 	Title:




 





	 	The Bank of New York Mellon, London Branch, as Trustee




 


	 	By:	
	 	 	Name:
	 	 	Title:




 












     


     


    

 



 


EXHIBIT a


 


FORM
OF FACE OF NOTE


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


[THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF The Bank of New York Depository (Nominees) Limited, AS COMMON DEPOSITARY
(THE “COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING S.A. TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE COMMON DEPOSITARY OR A NOMINEE THEREOF, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN SECTION 2 OF THE INDENTURE HEREINAFTER REFERRED TO.]


 


[INCLUDE FOLLOWING LEGEND IN THE ORIGINALLY ISSUED
NOTE AND ANY REPLACEMENT NOTE ISSUED UNTIL THE DISTRIBUTION COMPLIANCE PERIOD TERMINATION DATE]


 


[THE SECURITIES REPRESENTED BY THIS
INSTRUMENT AND INTO WHICH THEY MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTE SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, THE ACQUIRER:


 






     


     


    

 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS NOT A U.S. PERSON AND IS LOCATED OUTSIDE THE UNITED STATES (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, AND HAS NOT BEEN FOR THE IMMEDIATELY PRECEDING THREE MONTHS, AN AFFILIATE OF GDS HOLDINGS LIMITED (THE “COMPANY’’),
AND


 


(2)       AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, 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 NON-U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY, THE COMMON 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 (“RULE 144”)) 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 MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS NOTE OR
A BENEFICIAL INTEREST HEREIN.


 






     


     


    

 


GDS HOLDINGS LIMITED


 


0.25% Convertible Senior Note due 2029


 


No. [ ]                                                                                                                                                                                                        US$[ ]


 


ISIN Number: XS2449221550


 


Common Code: 244922155


 


GDS Holdings Limited, an exempted company duly
incorporated 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 [The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary for Euroclear Bank SA/NV and Clearstream Banking
S.A.]1 [ ]2,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]3
[of US$[ ]]4, which amount, taken together
with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed US$[_] in aggregate at
any time, on [_], and interest thereon as set forth below.


 


This Note shall bear interest at the rate of 0.25%
per year from [_], 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 [_]. Interest is payable semi-annually in arrears on each [_] and [_], commencing on [_], to Holders of record
at the close of business on the preceding [_] and [_] (whether or not such day is a Business Day), respectively. [So long as the Notes
are held in global form, all payments in respect of the Global Note will be made to Holders thereof as of the close of business (of the
relevant clearing system) on the Clearing System Business Day immediately before the due date for such payments, where “Clearing
System Business Day” means a weekday (Monday to Friday, inclusive) except December 25 and January 1.]5


 


Any Defaulted Amounts shall accrue interest per
annum at the rate per annum borne by the Notes plus 1.00%, 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) (Date and Denomination of Notes; Payments of Interest and Defaulted Amounts) of the Indenture.


 


The Company shall pay
the principal of and interest on this Note, so long as such Note is a Global Note, in immediately available funds to the Common
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 agency, as a place where Notes may be presented for payment or for registration
of transfer.


 





 



1 Include for a Global Note.


2 Include if a Physical Note.


3 Include if a Global Note.


4 Include if a Physical Note


5 Include for a Global Note.


 






     


     


    

 


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 ADSs or Ordinary Shares, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth at this place.


 


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


 


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


 


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


 


[Remainder of page intentionally
left blank]


 






     


     


    

 


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


 


	 	GDS HOLDINGS LIMITED
	 	 
	 	By: 	                          
	 	Name:
	 	Title:



 


Dated:


 


CERTIFICATE OF

AUTHENTICATION


 


[THE BANK OF NEW
YORK MELLON 

SA/NV, DUBLIN BRANCH, as Registrar]


 


	By:  	                   	 
	 	Authorized Officer	 



 






     


     


    

 


FORM OF REVERSE OF NOTE


 


GDS HOLDINGS LIMITED

0.25% Convertible Senior Note due 2029


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its 0.25% Convertible Senior Notes due 2029 (the “Notes”), limited to the aggregate
principal amount of US$[_], all issued or to be issued under and pursuant to an Indenture dated as of [_], 2022 (the “Indenture”),
between the Company and The Bank of New York Mellon, London Branch, as Trustee (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.


 


In the 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 the 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 Repurchase Date, the Tax Redemption Date
and the Fundamental Change Repurchase Date, 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 the
Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable), payments of interest and deliveries
of ADSs (or Ordinary Shares in lieu of any ADSs), together with payments for any fractional Conversion Securities, upon conversion of
the Notes to ensure that the net amount received by the Holder 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 Holder had no such withholding or deduction
been required.


 


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 at least 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, subject to certain exceptions, 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 Repurchase Price, the Tax 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 herein prescribed.


 


The Notes are issuable in registered form without
coupons in minimum denominations of US$200,000 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 Notes are not subject to redemption through
the operation of any sinking fund. Under certain circumstances relating to changes in tax laws specified in the Indenture, the Notes will
be subject to redemption by the Company at the Tax Redemption Price.


 


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 denominations of US$200,000
principal amount and integral multiples of US$1,000 in excess thereof) on the Repurchase Date at a price equal to the Repurchase Price.


 


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 in denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof) on the Fundamental
Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions of the Indenture, the
Holder hereof has the right, at such Holder’s option, prior to the close of business on the third Scheduled Trading Day (or the
fifth Scheduled Trading Day, if the converting Holder elects to receive Ordinary Shares in lieu of any ADSs under Section 13.02(j) (Conversion
Procedure; Settlement Upon Conversion)) of the Indenture immediately preceding the Maturity Date, to convert any Notes or portion
thereof that is in denominations of US$200,000 principal amount and integral multiples of US$1,000 in excess thereof, into ADSs (or Ordinary
Shares in lieu of any ADSs) at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


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


 






     


     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 






     


     


    

 


Schedule
A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


GDS HOLDINGS LIMITED

0.25% Convertible Senior Notes due 2029


 


The initial principal amount of this Global Note
is [   ] 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.


 






     


     


    

 


ATTACHMENT 1


 


FORM
OF CONVERSION NOTICE


 


To:          GDS HOLDINGS LIMITED


 


JPMorgan Chase Bank, N.A., as Depositary for the
ADSs


 


The Bank of New York Mellon, London Branch, as
Conversion Agent


 


[The undersigned registered owner of this Note
hereby exercises the option to convert this Note, or the portion hereof (that is in denominations of US$200,000 principal amount and integral
multiples of US$1,000 in excess thereof) below designated, into ADSs in accordance with the terms of the Indenture referred to in this
Note, and directs that any 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.]7


 


[The undersigned registered owner of this Note
hereby exercises the option to convert this Note, or the portion hereof (that is in denominations of US$200,000 principal amount and integral
multiples of US$1,000 in excess thereof) below designated, into Ordinary Shares in the Company’s register of members in accordance
with the terms of the Indenture referred to in this Note, and directs that any Ordinary Shares deliverable upon such conversion be registered
in the name of the registered Holder hereof unless a different name has been indicated below in the Company’s register of members,
and any cash payable for any fractional Ordinary Shares, and any Notes representing any unconverted principal amount hereof, be issued
and delivered to such Person designated by the registered Holder hereof.


 


The undersigned hereby instructs the Company to
register the Ordinary Shares registered in the Cayman Islands in the name of:


 


	Name of Beneficial Owner to Receive Ordinary Shares (English):	
 


	Address of Beneficial Owner to Receive Ordinary Shares (English):	
 


	Name of Registered Holder of the Ordinary Shares:	
 


	Number of Ordinary Shares to be Issued:	
 


	Beneficial Owner’s Tax ID Number:	
 


	Contact Name and Tel No. / Email Address:	
 




]8


 





 



 


7 Include if converting into ADSs.


8 Include if converting into Ordinary Shares
in the Company’s Cayman share registry.


 






     


     


    

 


[The undersigned registered owner of this Note
hereby exercises the option to convert this Note, or the portion hereof (that is in denominations of US$200,000 principal amount and
integral multiples of US$1,000 in excess thereof) below designated, into Ordinary Shares in the Company’s Hong Kong share registry
in accordance with the terms of the Indenture referred to in this Note, and directs that any Ordinary Shares deliverable upon such conversion
be registered in the name of the registered Holder hereof unless a different name has been indicated below in the Company’s Hong
Kong share registry, and any cash payable for any fractional Ordinary Shares, and any Notes representing any unconverted principal amount
hereof, be issued and delivered to such Person designated by the registered Holder hereof.


 


The undersigned hereby instructs the Company to
register the Ordinary Shares registered in Hong Kong in the name of:


 


	Name of Beneficial Owner to Receive Ordinary Shares (English):	
 


	Address of Beneficial Owner to Receive Ordinary Shares (English):	
 


	Name of Registered Holder of the Ordinary Shares:	
 


	Number of Ordinary Shares to be Issued:	
 


	Beneficial Owner’s Tax ID Number:	
 


	Contact Name and Tel No. / Email Address:	
 




 


[The undersigned hereby elects to receive the Ordinary
Shares deliverable upon such conversion in the CCASS account set out below:


 


CCASS Details


 


	CCASS Account Bank Name:	 
	CCASS Account Number:	 
	SWIFT CODE:	 
	Account Name at CCASS Bank:	 
	Account Number at CCASS Bank:	 
	Responsible Employee Name:	 
	Email:	 
	Phone:	 
	Fax:	 
	Address:]9	 


 





 



 


 


9 Include if converting into Ordinary Shares
in CCASS account.


 






     


     


    

 


[The undersigned hereby elects to receive the Ordinary
Shares deliverable upon such conversion in the form of a share certificate, and directs that any such share certificate deliverable upon
such conversion be delivered to the following address at the undersigned’s expense:


 


	Address:	 
	Attention:	 
	Email:	 
	Phone:	 
	Fax: ]1011	 


 


If any [ADSs]/[Ordinary Shares] 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 13.02(b) (Conversion Procedure; Settlement Upon Conversion)
of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the Indenture.


 


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) during the three months immediately preceding the date hereof.


 


[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.


 


2.                 
The undersigned further certifies that either:


 


(a)              
The undersigned is, and at the time the [ADSs]/[Ordinary Shares] are delivered in conversion of its Notes will be, the holder of
the [ADSs and the Ordinary Shares represented thereby]/[Ordinary Shares], 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]/[Ordinary Shares] 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 the [ADSs]/[Ordinary Shares] are delivered in conversion of the Notes will be, the holder of the [ADSs and the Ordinary
Shares represented thereby]/[Ordinary Shares], 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]/[Ordinary Shares] 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.


 





 



 


 


10 Include if converting into Ordinary Shares outside of
CCASS or if the restrictive legend on the Notes has not been removed.


11 Include if converting into Ordinary Shares in the Company’s
Hong Kong share registry.


 






     


     


    

 


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.


 


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 Common 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.]12


 





 



 


 


12 Include if a Restricted Security.


 






     


     


    

 


	Dated:  	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	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


 






     


     


    

 



 


ATTACHMENT 2


 


FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


	To:	GDS HOLDINGS LIMITED




 


[Agent appointed for such repurchase]


 


The undersigned registered owner of this Note hereby
acknowledges receipt of a notice from GDS Holdings 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 (Repurchase at Option of Holders Upon a Fundamental Change) of the Indenture
referred to in this Note the entire principal amount of this Note, or the portion thereof (that is in denominations of US$200,000 principal
amount and integral multiples of US$1,000 in excess 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. Capitalized terms used herein but not defined shall have
the meanings ascribed to such terms in the Indenture.


 


 


	 	Signatures(s)




 


 


	 	Social Security or Other Taxpayer Identification Number




 


	 	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.




 






     


     


    

 


ATTACHMENT 3


 


FORM OF REPURCHASE NOTICE


 


	To:	GDS HOLDINGS LIMITED




 


The Bank of New York Mellon, London Branch, as
Trustee


 


The undersigned registered owner of this Note hereby acknowledges receipt
of a notice from GDS Holdings Limited (the “Company”) regarding the right of Holders to elect to require the Company
to repurchase the entire principal amount of this Note, or the portion thereof (that is in denominations of US$200,000 principal amount
and integral multiples of US$1,000 in excess thereof) below designated and requests and instructs the Company to repurchase the entire
principal amount of this Note, or the portion thereof (that is in denominations of US$200,000 principal amount and integral multiples
of US$1,000 in excess thereof) below designated, in accordance with the applicable provisions of the Indenture referred to in this Note,
at the Repurchase Price to the registered Holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture.


 


 


	 	Signatures(s)




 


 


	 	Social Security or Other Taxpayer Identification Number




 


	 	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.




 






     


     


    

 


ATTACHMENT 4


 


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 Distribution Compliance Period Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that
such Note is being transferred:


 


	 ̈	To GDS Holdings 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



 


	 ̈	To a non-U.S. Person in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S under the Securities
Act of 1933, as amended; or



 


	 ̈	Pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended.




 


	Dated:	 	 




	 	 
	 	 




Signature(s) 





	 	 
	 	 


Signature Guarantee


 


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


 


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


 






     


     


    

 


ATTACHMENT 5


 


FORM
OF ELECTION NOTICE


 


	To:	GDS HOLDINGS LIMITED




 


JPMorgan Chase Bank, N.A., as Depositary for the
ADSs


 


The Bank of New York Mellon, London Branch, as
Conversion Agent


 


Reference is hereby made to the Forced Conversion
Notice, dated as of [●], issued by GDS Holdings Limited (the “Company”).


 


[[The undersigned [registered owner of this Note]13/[The
undersigned being the beneficial owner of Notes in the principal amount indicated below holding such Notes in account(s) or through the
account(s) of [●], in the name of a direct participant of Euroclear and/or Clearstream acting on its behalf]14
(the “Holder”) hereby elects to receive Ordinary Shares in the Company’s register of members in accordance with the
terms of the Indenture, and directs that any Ordinary Shares deliverable upon the Forced Conversion be registered in the name of the Holder
unless a different name has been indicated below in the Company’s register of members, and any cash payable for any fractional Ordinary
Shares be delivered to such Person designated by the Holder.


 


The undersigned hereby instructs the Company to
register the Ordinary Shares registered in the Cayman Islands in the name of:


 


	Name of Beneficial Owner to Receive Ordinary Shares (English):	 
	Address of Beneficial Owner to Receive Ordinary Shares (English):	 
	Name of Registered Holder of the Ordinary Shares:	 
	Number of Ordinary Shares to be Issued:	 
	Beneficial Owner’s Tax ID Number:	 
	Contact Name and Tel No. / Email Address:	 


]15


 


[The undersigned
registered owner of [this Note]]16/[The
undersigned being the beneficial owner of Notes in the principal amount indicated below holding such Notes in account(s) or through
the account(s) of [●], in the name of a direct participant of Euroclear and/or Clearstream acting on its behalf]17 (the
“Holder”) hereby elects to receive Ordinary Shares in the Company’s Hong Kong share registry in accordance with
the terms of the Indenture, and directs that any Ordinary Shares deliverable upon the Forced Conversion be registered in the name of
the Holder unless a different name has been indicated below in the Company’s Hong Kong share registry, and any cash payable
for any fractional Ordinary Shares be delivered to such Person designated by the Holder.


 





 



 


13
Include if a Physical Note.


14
Include if a Global Note.


15
Include if converting into Ordinary Shares in the Company’s Cayman share registry.


16
Include if a Physical Note.


17
Include if a Global Note.


 






     


     


    

 


The undersigned hereby instructs the Company to
register the Ordinary Shares registered in Hong Kong in the name of:


 


	Name of Beneficial Owner to Receive Ordinary Shares (English):	 
	Address of Beneficial Owner to Receive Ordinary Shares (English):	 
	Name of Registered Holder of the Ordinary Shares:	 
	Number of Ordinary Shares to be Issued:	 
	Beneficial Owner’s Tax ID Number:	 
	Contact Name and Tel No. / Email Address:	 


 


[The undersigned hereby elects to receive the Ordinary
Shares deliverable upon the Forced Conversion in the CCASS account set out below:


 


CCASS Details


 


	CCASS Account Bank Name:	 
	CCASS Account Number:	 
	SWIFT CODE:	 
	Account Name at CCASS Bank:	 
	Account Number at CCASS Bank:	 
	Responsible Employee Name:	 
	Email:	 
	Phone:	 
	Fax:	 
	Address:]18	 


 





 



 


18
Include if converting into Ordinary Shares in CCASS account.


 






     


     


    

 


[The undersigned hereby elects to receive the Ordinary
Shares deliverable upon the Forced Conversion in the form of a share certificate, and directs that any such share certificate deliverable
upon the Forced Conversion be delivered to the following address at the undersigned’s expense:


 


	Address:	 
	Attention:	 
	Email:	 
	Phone:	 
	Fax: ]1920	 


 


If any Ordinary Shares 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 13.02(b) (Conversion Procedure; Settlement Upon Conversion) of the Indenture. Any amount required to
be paid to the undersigned on account of interest accompanies the Notes. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.


 


In connection with the Forced Conversion, 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)
during the three months immediately preceding the date hereof.


 





 



 


19
Include if converting into Ordinary Shares outside of CCASS.


20
Include if converting into Ordinary Shares in the Company’s Hong Kong share registry.


 






     


     


    

 


	Dated:	 	 	 
	 	 	 	 




 


	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 the Ordinary Shares are to be issued other than to and in the name of the registered holder.	 
	 	 
	Fill in for registration of the Ordinary Shares if to be issued 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: US$ [●],000




 


	 	[NOTICE: The above signature(s) of the Holder(s) must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever.]21




 


 


	 	Social Security or Other Taxpayer Identification Number




 





 



 


21 Include if a Physical Note.


 






     


     


    

 


ATTACHMENT 6


 


[Reserved]


 






     


     


    

 


ATTACHMENT 7


 


Certification and Agreement Upon the Deposit of
Shares


 


[DATE]


 


JPMorgan Chase Bank, N.A., as Depositary


ADR Department


383 Madison Avenue, Floor 11


New York, New York 10179


 


Re:     GDS Holdings Limited


 


Dear Sirs:


 


Reference is hereby made to the Restricted Issuance
Agreement, dated as of June 5, 2018 (the “Restricted Issuance Agreement”), among GDS Holdings Limited (the “Company”),
JPMorgan Chase Bank, N.A., as Depositary (the “ADS Depositary”), and all holders from time to time of restricted American
depositary shares (“Restricted ADSs”) represented by restricted American depositary receipts, in book entry form (“Restricted
ADRs”), issued thereunder.


 


Capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Restricted Issuance Agreement. References to the Restricted Issuance Agreement include
the certification and other procedures established from time to time by the ADS Depositary pursuant to such agreement.


 


This certification and agreement is furnished in
connection with the deposit by the undersigned of ____________________ Shares and issuance to the undersigned of ______________________
Restricted ADSs under the Restricted Issuance Agreement.


 


We acknowledge, certify and agree that by depositing
the Shares, we will become a party to and be bound by the provisions of the Restricted Issuance Agreement and that the Restricted ADSs
and the underlying Shares represented thereby (the “Underlying Shares”) have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority in any state or other
jurisdiction of the United States. The Restricted ADSs and Underlying Shares are “restricted securities” as defined in Rule
144 promulgated under the Securities Act and are subject to restrictions on transfer under the Securities Act and the Restricted Issuance
Agreement. The Restricted ADSs and Underlying Shares may not be sold, offered for sale, pledged or otherwise distributed, transferred
or disposed of except in accordance with, and subject to, the limitations set forth in the Restricted Issuance Agreement, including the
restrictive legend to which such Restricted ADSs and Underlying Shares are subject in the form set forth in Section 3 of the Restricted
Issuance Agreement and on the form of Restricted ADR.


 






     


     


    

 


Additionally,
we represent, warrant, certify and agree that (i) we are, or at the time the Shares are deposited and at the time the Restricted ADSs
are issued will be, the beneficial owner of the Shares and of the Restricted ADSs; (ii) the Shares were acquired by us from the Company
upon conversion of the Company’s 0.25% Convertible Senior Notes due 2029 issued under the Indenture, dated as of [_], 2022, between
the Company and The Bank of New York Mellon, London Branch, as Trustee, and sold pursuant to the Note Purchase Agreement, dated February
21, 2022 (the “Purchase Agreement”), among the Company and SCC Infrastructure I 2021-A (BVI), L.P., SCC Infrastructure
I Holdco A, Ltd., Reco Millienium Pte Ltd and Ceningan Investment Pte Ltd, in a transaction complying with, and exempt from the registration
requirements of the Securities Act pursuant to, Regulation S promulgated under the Securities Act; (iii) the Shares were acquired by us
in a transaction reasonably believed to be complying with, and exempt from the registration requirements of the Securities Act pursuant
to, Section 3(a)(9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;
(iv) we will not offer, sell, pledge or otherwise distribute transfer or dispose of the Restricted ADSs or Underlying Shares except in
accordance with, and subject to, the limitations set forth in the Restricted Issuance Agreement, including the restrictive legend to which
such Restricted ADSs and Underlying Shares are subject in the form set forth in Section 3 of the Restricted Issuance Agreement and on
the form of Restricted ADR; (v) we are not an affiliate of the Company and we understand that the deposit of Shares, the issuance of the
Restricted ADSs and the sale of the Restricted ADSs and Underlying Shares are subject to limitations under the Securities Act; and (vi)
we are providing this Certification and Agreement to provide comfort to the ADS Depositary and the Company that such deposit, issuance
and any sale may occur without the need for registration under the Securities Act; and (vi) each of the statements made herein are true
and complete.


 


We further represent, warrant, certify and agree
that:


 


(i)         the
Shares being deposited were legally obtained by us; and


 


(ii)        we
reasonably believe we are duly authorized to deposit the Shares and have fulfilled all requirements of applicable law or regulation with
respect to the Shares or the deposit thereof against the issuance of Restricted ADSs; and


 


(iii)     we
reasonably believe the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or
adverse claim.


 


We agree to indemnify the ADS Depositary, the Company
and each of their respective officers, directors, agents, employees, and affiliates for any and all liability incurred as a result of
their reliance on our representations, warranties, certifications and agreements contained herein or in connection with our deposit of
Shares, the issuance of the Restricted ADSs in connection therewith, any sale or transfer of the Restricted ADSs or the Underlying Shares,
the surrender and cancellation of any such Restricted ADSs, the withdrawal of the Underlying Shares, the re-deposit of any such Underlying
Shares in the Unrestricted Deposit Agreement, the issuance of any ADRs under the Unrestricted Deposit Agreement in connection therewith
and/or any sale, resale or other transfer of any such ADRs or Underlying Shares thereafter.


 






     


     


    

 


We acknowledge that our representations, warranties,
certifications and agreements contained herein shall survive the deposit of Shares, the issuance of the Restricted ADSs in connection
therewith, any sale or transfer of the Restricted ADSs or the Underlying Shares, the surrender and cancellation of any such Restricted
ADSs, the withdrawal of the Underlying Shares, the re-deposit of any such Underlying Shares in the Unrestricted Deposit Agreement, the
issuance of any ADRs under the Unrestricted Deposit Agreement in connection therewith and/or any sale, resale or other transfer of any
such ADRs or Underlying Shares thereafter. This Certificate and Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.


 


	 	Very truly yours,




 


	 	[NAME OF CERTIFYING ENTITY]




 


	 	By:	




	 	Name:
	 	Title




 






     


     


    

 


EXHIBIT B


 


FORM OF AUTHORIZATION CERTIFICATE


 


GDS
Holdings LIMITED


 


Authorization
Certificate


 


I, William Wei Huang, as Chief Executive Officer
of GDS Holdings Limited (the “Company”), hereby certify that:


 


(1)               
Daniel Newman has been duly appointed as Chief Financial Officer of the Company, and William Wei Huang has been duly appointed
as the Chief Executive Officer of the Company;


 


(2)               
the specimen signature of each individual appearing opposite his name below is the true and genuine signature of each such
individual;


 


(3)               
each such individual is duly authorized to execute and deliver on behalf of the Company (i) the Indenture, dated as of [_],
2022, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Indenture”), (ii) the Paying and
Conversion Agent, Registrar and Transfer Agent Appointment Letter (as defined in the Indenture), (iii) the Company’s 0.25% Convertible
Senior Notes due 2029 in the aggregate principal amount of US$[_] (the “Notes”), and (iv) any other documents or certificates
delivered or to be delivered in connection with the offering of the Notes; and


 


(4)               
each such individual has the authority to provide written direction / confirmation and execute documents to be delivered
to, or upon the request of, The Bank of New York Mellon, London Branch, as Trustee, Paying Agent and Conversion Agent, and The Bank of
New York Mellon SA/NV, Dublin Branch, as Note Registrar under the Indenture.


 






     


     


    

 


 


Authorized Officers:


 


	Name	Title	Signature	Phone Number
	 	 	 	 
	William Wei Huang	Chief Executive Officer	
 

	 
	Daniel Newman	Chief Financial Officer	
 

	 


IN WITNESS WHEREOF, I have hereunto signed my name this [_] day of
[_], 2022.


 


		By.	

                                                                  

	 	 	Name: William Wei Huang
	 	 	Title: Chief Executive Officer



 






     


     


    

 


Exhibit C


 


Form of
Paying and Conversion Agent, 


Registrar
and Transfer Agent Appointment Letter


 







[●], 2022


 


The Bank of New York Mellon, London Branch


One Canada Square


London E14 5AL


United Kingdom


 


with a copy to:


 


The Bank of New York Mellon, Hong Kong Branch


Level 26, Three Pacific Place


1 Queen’s Road East, Hong Kong


 


The Bank of New York Mellon SA/NV, Dublin Branch


Riverside Two, Sir John Rogerson's Quay


Grand Canal Dock


Dublin 2, Ireland


 


with a copy to:


 


The Bank of New York Mellon, Hong Kong Branch


Level 26, Three Pacific Place


1 Queen’s Road East


Hong Kong


 


Re:0.25% Convertible Senior Notes due 2029
of GDS Holdings Limited


 


Reference is hereby made to the Indenture dated
as of [●], 2022 (as amended from time to time, the “Indenture”) among GDS Holdings Limited, a Cayman Islands
exempted company, as issuer (the “Company”), and The Bank of New York Mellon, London Branch, a banking corporation
organized under the laws of the State of New York with limited liability and operating through its branch in London at One Canada Square,
London E14 5AL, United Kingdom, as trustee (the “Trustee”). Terms used herein are used as defined in the Indenture.


 


The Company hereby appoints The Bank of New
York Mellon, London Branch, a banking corporation organized and existing under the laws of the State of New York with limited
liability and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom as the paying agent and
conversion agent (the “Paying and Conversion Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch as the
registrar and transfer agent (the “Registrar and Transfer Agent”, and together with the Paying and Conversion
Agent, the “Agents” and each, an “Agent”) with respect to the Notes and each Agent hereby
accepts such appointment. By accepting such appointment, each Agent agrees to be bound by and to perform the services with respect
to itself set forth in the terms and conditions set forth in the Indenture and the Notes, as well as the following terms and
conditions to all of which the Company agrees and to all of which the rights of the holders from time to time of the Notes shall be
subject:


 


		(a)	Each Agent shall be entitled to the compensation to be agreed upon in writing with the Company for all
services rendered by it under the Indenture, and the Company agrees promptly to pay such compensation and to reimburse each Agent for
its out-of-pocket expenses (including fees and expenses of counsel) properly incurred by it without gross negligence, fraud or willful
misconduct on its part in connection with the services rendered by it hereunder, under the Indenture and in respect of the Notes. The
Company hereby agrees to indemnify each Agent and its officers, directors, agents and employees and any successors thereto for, and to
hold it harmless against, any loss, liability or expense (including properly incurred fees and expenses of counsel) incurred without gross
negligence or willful misconduct or fraud on its part arising out of or in connection with its acting as an Agent hereunder,
under the Indenture and in respect of the Notes. Under no circumstances will each Agent be liable to the Company or any other party to
this letter or the Indenture for any indirect, consequential, punitive or special loss or damages of any kind whatsoever (being loss of
business, goodwill, opportunity to profit) whether or not foreseeable, even if advised of the possibility of such loss or damage and regardless
of the form of claim. The obligations of the Company under this paragraph (a) shall survive the full payment of the Notes, the termination
or expiry of the Indenture or this letter and the resignation or removal of each Agent.



 












     


     


    

 


		(b)	In acting under the Indenture and in connection with the Notes, each Agent is acting solely as agent of
the Company and does not assume any fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the
owners or holders of the Notes, except that all funds held by the Agents for the payment of principal interest or other amounts (including
Additional Amounts) on the Notes shall, subject to the provisions of the Indenture, be held by the Agents and applied as set forth in
the Indenture and in the Notes, but need not be segregated from other funds held by the Agents, except as required by law.



 


		(c)	Each Agent may consult with counsel or other professional advisors satisfactory to it and any advice or
written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
to be taken by it under the Indenture in good faith and in accordance with such advice or opinion.



 


		(d)	Each Agent shall be fully protected and shall incur no liability for or in respect of any action taken
or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties.



 


		(e)	Each Agent and any of its Affiliates, in its individual capacity or any other capacity, may become the
owner of, or acquire any interest in, any Notes or other obligations of the Company with the same rights that it would have if it were
not each Agent, and may engage or be interested in any financial or other transaction with the Company, and may act on, or as common depositary,
Trustee or agent for, any committee or body of holders of Notes or other obligations of the Company, as freely as if it were not an Agent.



 


		(f)	Each Agent shall give the Trustee written notice of any failure by the Company to make any payment of
the principal, or premium or interest on, the Notes and any other payments to be made on behalf of the Company under the Indenture, when
the same shall be due and payable and at any time during the continuance of any such failure each Agent will pay any such sums so held
by it to the Trustee upon the Trustee’s written request.



 


		(g)	No Agent shall be under any liability for interest on any monies received by it pursuant to any of the
provisions of the Indenture or the Notes.



 


		(h)	Each Agent shall be obligated to perform such duties and only such duties as are in the Indenture and
the Notes specifically set forth, and no implied duties or obligation shall be read into the Indenture or the Notes against such Agent.
No Agent shall be under any obligation to take any action under the Indenture, which may tend to involve it in any expense or liability,
the payment of which within a reasonable time is not, in its opinion, assured to it. No Agent shall have any obligation to expend its
own funds or otherwise incur any financial liability in the performance of its obligations hereunder or under the Indenture.



 






    2


     


    

 





		(i)	Each Agent may at any time resign by giving written notice of its resignation to the Company and the Trustee
and specifying the date on which its resignation shall become effective; provided that such date shall be at least 60 days after the date
on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, if required
by the Indenture the Company shall promptly appoint a successor agent by written instrument substantially in the form hereof in triplicate
signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent, one copy to the successor agent and one
copy to the Trustee. Upon the effectiveness of the appointment of a successor agent, the resigning Agent shall have no further obligations
under this letter or the Indenture.



 


		(j)	Such resignation shall become effective upon the earlier of (i) the effective date of such resignation
and (ii) the acceptance of appointment by the successor agent, as provided below. The Company may, at any time and for any reason, remove
any Agent and appoint a successor agent, by written instrument in triplicate signed on behalf of the Company, one copy of which shall
be delivered to each Agent being removed, one copy to the successor agent and one copy to the Trustee. Any removal of an Agent and any
appointment of a successor paying agent shall become effective upon acceptance of appointment by the successor agent as provided below.
Upon its resignation or removal, the resigning Agent or the Agent being removed, as applicable, shall be entitled to the payment by the
Company of its compensation for the services rendered hereunder and to the reimbursement of all properly incurred out-of-pocket expenses
incurred in connection with the services rendered by it hereunder.



 


		(k)	The Company shall remove an Agent and appoint a successor agent if such Agent (i) shall become incapable
of acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to it 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 it or any substantial
part of its property, (iv) shall consent to, or shall have had entered against it a court order for, any such relief or to the appointment
of or taking possession by any such official in any involuntary case or other proceedings commenced against it, (v) shall make a general
assignment for the benefit of creditors or (vi) shall fail generally to pay its debts as they become due.



 


		(l)	Any successor agent appointed as provided herein shall execute and deliver to its predecessor and to the
Company and the Trustee an instrument accepting such appointment (which may be in the form of an acceptance signature to the letter of
the Company appointing such agent) and thereupon such successor agent, 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 an Agent
and such predecessor shall pay over to such successor agent all monies or other property at the time held by it hereunder.



 


		(m)	If no successor is appointed by the Company within 30 days of the resignation or removal of an Agent,
the retiring Agent may, on behalf of and at the cost of the Company, appoint its own successor, or the retiring Agent, at the cost of
the Company, or the Company may petition any court of competent jurisdiction for the appointment of a successor agent.



 


		(n)	Notwithstanding anything contained herein to the contrary, the Company hereby irrevocably agrees that
any and all of the rights and obligations of any Agent (except the Trustee) and, to the extent applicable, the obligations of the Company
toward any Agent (except the Trustee) set forth in the Indenture shall be deemed to have been included in this letter.



 






    3


     


    

 





		(o)	Notwithstanding anything contained herein to the contrary, the obligations of each Agent under this letter
are several and not joint and should be independently construed and an Agent shall not be liable for each other’s acts or omissions
to act.



 


		(p)	Each Agent shall at all times be a responsible financial institution, which is authorized by law to exercise
its respective powers and duties hereunder and under the Indenture and the Notes.



 


		(q)	If an Event of Default occurs and is continuing, each Agent shall be required to act on the direction
of the Trustee to be extent permitted by any law or regulation to which it is subject.



 


		(r)	Each party to this letter (a “Party”) shall, within ten business days of a written
request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or
the Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify
the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information
provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide
any forms, documentation or other information pursuant to this paragraph (r) to the extent that: (i) any such form, documentation or other
information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot
be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute
a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this letter, “Applicable
Law” shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed
to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily
entered into by institutions of a similar nature.



 


		(s)	The Company shall notify each Agent in the event that it determines that any payment to be made by an
Agent under the Notes is a payment which could be subject to FATCA withholding if such payment were made to a recipient that is generally
unable to receive payments free from FATCA withholding, and the extent to which the relevant payment is so treated, provided, however,
that the Company’s obligation under this paragraph (s) shall apply only to the extent that such payments are so treated by virtue
of characteristics of the Company, the Notes, or both.



 


		(t)	Notwithstanding any other provision of this letter, each Agent shall be entitled to make a deduction or
withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable
Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant
Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such
payment return to the Company the amount so deducted or withheld, in which case, the Company shall so account to the relevant Authority
for such amount. For the avoidance of doubt, FATCA withholding is a deduction or withholding which is deemed to be required by Applicable
Law for the purposes of this paragraph (t).



 


		(u)	The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors
or officers are the target or subject of any sanctions enforced by the U.S. Government, (including the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury,
or other relevant sanctions authority (collectively “Sanctions”). The Company covenants and represents that neither
it nor any of its affiliates, subsidiaries, directors or officers use any payments made pursuant to this Indenture, (i) to fund or facilitate
any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target
of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of
Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person and as if those Sanctions applied to
the Company.



 






    4


     


    

 


		(v)	The Agents may act through their respective delegates, attorneys and agents and shall not be responsible
for their acts, omissions, misconduct or negligence, or for the supervision or monitoring of any delegate, attorney or agent appointed
with due care by it hereunder.



 


		(w)	The Agents shall not be deemed to have notice or knowledge of a Default or Event of Default unless and
until written notification of such Default or Event of Default is provided to the Agents and identifying the circumstances constituting
such Default or Event of Default.



 


		(x)	No Agent shall be permitted or required to make investments of any moneys at any time received by it pursuant
to any of the provisions of this letter, the Indenture or of the Notes.



 


		(y)	Any notice or communication to the Agents will be deemed given when sent by facsimile transmission, with
transmission confirmed. Any notice to an Agent will be effective only upon receipt. The notice or communication should be addressed to
the Paying and Conversion Agent at:



 


	 	
    The Bank of New York Mellon, London Branch

    One Canada Square

    London E14 5AL

    United Kingdom

     

    Fax no.: +44 1202 689660

    Attention: Corporate Trust Administration /Project Jade

     

	 	
    With a copy to:

     

    The Bank of New York Mellon, Hong Kong Branch

    Level 26, Three Pacific Place

    1 Queen’s Road East, Hong Kong

     

    Fax no.: +852 2295 3283

    Attention: Global Corporate Trust

     

	 	
    Any notice or communication to the Registrar and Transfer Agent should
    be addressed to:

     

    The Bank of New York Mellon SA/NV, Dublin Branch

    Riverside Two, Sir John Rogerson's Quay

    Grand Canal Dock

    Dublin 2, Ireland

     

    Fax no.: +352 2452 4204

    Attention: Corporate Trust Administration/Project Jade






 






    5


     


    

 








	 	
    With a copy to:

     

    The Bank of New York Mellon, Hong Kong Branch

    Level 26, Three Pacific Place

    1 Queen’s Road East

    Hong Kong

     

    Fax no.: +852 2295 3283

    Attention: Global Corporate Trust

     



Any notice to the Company or the Trustee
shall be given as set forth in the Indenture. If any Agent receives information or instructions delivered by Electronic Means believed
by it to be genuine and to have been sent by the proper person or persons, such Agent shall have (i) no duty or obligation to verify or
confirm that the person who sent such instructions is in fact a person authorized to give instructions or directions on behalf of the
Company and (ii) no liability for any losses, liabilities, costs or expenses incurred or sustained by any holder, the Company or any other
person as a result of such reliance on or compliance with such information or instructions.


 


		(z)	Any corporation into which any Agent may be merged or converted or any corporation with which any Agent
may be consolidated or any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party or any
corporation succeeding to the business of any Agent shall be the successor to such Agent hereunder (provided that such corporation shall
be qualified as aforesaid) without the execution or filing of any document or any further act on the part of any of the parties hereto.



 


		(aa)	Any amendment, supplement or waiver under Sections 10.01 and 10.02 of the Indenture that adversely affects
an Agent shall not affect such Agent’s rights, powers, obligations, duties or immunities, unless such Agent has consented thereto.



 


		(bb)	The Company agrees that the provisions of Section 17.04 of the Indenture shall apply hereto, mutatis mutandis.



 


		(cc)	Notwithstanding anything herein to the contrary, the Agents shall have all of the rights, protections,
indemnities, immunities and privileges set forth in the Indenture and the Indenture shall govern in the event of any inconsistency between
this letter and the Indenture.



 


		(dd)	Any funds held by the Agents are not subject to the relevant United Kingdom Financial Conduct Authority’s
Client Money Rules or the rules and regulations of any other applicable regulatory body governing client money.



 


		(ee)	The agreement set forth in this letter and the Indenture contains the whole agreement between the parties
relating to the subject matter of this agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes
any previous written or oral agreement between the parties in relation to the matters dealt with in this letter.



 


		(ff)	Each Agent shall be entitled to refrain from taking any action, without liability, if it receives conflicting,
unclear or equivocal instructions or directions or in order to comply with any applicable law.



 






    6


     


    

 


		(gg)	Notwithstanding and to the exclusion of any other term of this letter, the Indenture or any other agreements,
arrangements, or understanding between the parties, each counterparty to the Agents under this letter acknowledges, accepts, and agrees
to be bound by:



 





		(i)	the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD
Liability of the Agents to it under this letter, that (without limitation) may include and result in any of the following, or some combination
thereof:



 


		(1)	the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;



 


		(2)	the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations
of the Agents or another person (and the issue to or conferral on it of such shares, securities or obligations);



 


		(3)	the cancellation of the BRRD Liability; and



 


		(4)	the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and



 


		(ii)	the variation of the terms of this letter, as deemed necessary by the Relevant Resolution Authority, to
give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.



 


Unless the context
otherwise requires, any reference to EU legislation, regulatory requirement, or guidance should be read as a reference to that EU legislation,
regulatory requirement or guidance as it forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018 (as amended)
(the EUWA) or as otherwise adopted under, or given effect to in, UK legislation or the UK regulatory regime (UK Onshored Legislation,
Regulatory Requirement, or Guidance) and any references to EU competent authorities should be read as references to the relevant UK competent
authority. All references to legislation, regulatory requirements or guidance in this clause refer to the relevant legislation, regulatory
requirements or guidance as amended from time to time.


 


For the purposes
of this paragraph (gg):


 


“Bail-in
Legislation” means in relation to the United Kingdom and a Member State of the European Economic Area which has implemented,
or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in
Legislation Schedule from time to time.


 


“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.


 


“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.


 


“BRRD Liability”
has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.


 


“EU Bail-in
Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or
any successor person) from time to time at http://www.lma.eu.com/.


 






    7


     


    

 





“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Agents.


 


		(hh)	Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything
that would or might in its opinion be contrary to any law of any state or jurisdiction (including, but not limited to, the law of the
United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency
of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law,
directive or regulation.



 


[Signature pages follow]


 









    8


     


    

 


GDS HOLDINGS LIMITED


(as Company)


 


	By	 	 
	 	Name:	 
	 	Title:	 




 


[Paying and Conversion Agent, Registrar and Transfer Agent Appointment
Letter]


 






     


     


    

 





Agreed and accepted by:


 


The Bank of New York Mellon,
London Branch 


(as Paying and Conversion Agent)


 





	By	 	 
	 	Name:	 
	 	Title:	 


 


[Paying and Conversion Agent, Registrar and Transfer Agent Appointment
Letter]


 






     


     


    

 





Agreed and accepted by:


 


The Bank of New York Mellon
SA/NV, Dublin Branch 


(as Registrar and Transfer Agent)


 





	By	 	 
	 	Name:	 
	 	Title:	 





 


[Paying and Conversion Agent, Registrar and Transfer Agent Appointment
Letter]


 






     


     


    

 





Acknowledged by:


 


The Bank of New York Mellon,
London Branch


(as Trustee)


 





	By	 	 
	 	Name:	 
	 	Title:	 


 


[Paying and Conversion
Agent, Registrar and Transfer Agent Appointment Letter]