DEALERTRACK HOLDINGS, INC.,


 


as Issuer,


 


 


DEALERTRACK, INC.,


 


as Subsidiary Guarantor,


 


 


AND


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 


 


 


INDENTURE


 


 


 


Dated as of March 5, 2012


 


1.50% Senior Convertible Notes due 2017


 


	 


 



    	 



    	 



    

 


TABLE OF CONTENTS


 






 




	 	 	 	Page
	 	 	 	 
	Article
    1
	Definitions
	 	 	 	 
	Section 1.01.	Definitions	 	2
	Section 1.02.	References to Interest	 	13
	Section 1.03.	Trust Indenture Act Provisions	 	13
	 	 	 	 
	Article
    2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 	 
	Section 2.01.	Designation and Amount	 	13
	Section 2.02.	Form of Notes	 	14
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	 	14
	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	 	23
	Section 2.07.	Temporary Notes	 	24
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc.	 	24
	Section 2.09.	CUSIP Numbers	 	24
	Section 2.10.	Additional Notes; Repurchases	 	24
	 	 	 	 
	Article
    3
	Satisfaction and Discharge
	 	 	 	 
	Section 3.01.	Satisfaction and Discharge	 	25
	 	 	 	 
	Article
    4
	Particular Covenants of the Company
	 	 	 	 
	Section 4.01.	Payment of Principal and Interest	 	25
	Section 4.02.	Maintenance of Office or Agency	 	26
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	 	26
	Section 4.04.	Provisions as to Paying Agent	 	26
	Section 4.05.	Existence	 	28
	Section 4.06.	Rule 144A Information Requirement and Annual Reports	 	28
	Section 4.07.	Stay, Extension and Usury Laws	 	30
	Section 4.08.	Compliance Certificate; Statements as to Defaults	 	30
	Section 4.09.	Further Instruments and Acts	 	30


 



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	Article
    5
	Lists of Holders
	 	 	 	 
	Section 5.01.	Lists of Holders	 	30
	Section 5.02.	Preservation and Disclosure of Lists	 	30
	 	 	 	 
	Article
    6
	Defaults and Remedies
	 	 	 	 
	Section 6.01.	Events of Default	 	31
	Section 6.02.	Acceleration; Rescission and Annulment	 	32
	Section 6.03.	Additional Interest	 	33
	Section 6.04.	Payments of Notes on Default; Suit Therefor	 	34
	Section 6.05.	Application of Monies Collected by Trustee	 	36
	Section 6.06.	Proceedings by Holders	 	36
	Section 6.07.	Proceedings by Trustee	 	37
	Section 6.08.	Remedies Cumulative and Continuing	 	38
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	 	38
	Section 6.10.	Notice of Defaults	 	39
	Section 6.11.	Undertaking to Pay Costs	 	39
	 	 	 	 
	Article
    7
	Concerning the Trustee
	 	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	 	39
	Section 7.02.	Reliance on Documents, Opinions, Etc.	 	41
	Section 7.03.	No Responsibility for Recitals, Etc.	 	42
	Section 7.04.	No Obligation to Monitor	 	42
	Section 7.05.	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	 	42
	Section 7.06.	Monies and Shares of Common Stock to Be Held in Trust	 	43
	Section 7.07.	Compensation and Expenses of Trustee	 	43
	Section 7.08.	Officers’ Certificate as Evidence	 	44
	Section 7.09.	Eligibility of Trustee	 	44
	Section 7.10.	Resignation or Removal of Trustee	 	44
	Section 7.11.	Acceptance by Successor Trustee	 	45
	Section 7.12.	Succession by Merger, Etc.	 	46
	Section 7.13.	Trustee’s Application for Instructions from the Company	 	46
	 	 	 	 
	Article
    8
	Concerning the Holders
	 	 	 	 
	Section 8.01.	Action by Holders	 	47
	Section 8.02.	Proof of Execution by Holders	 	47
	Section 8.03.	Who Are Deemed Absolute Owners	 	47
	Section 8.04.	Company-Owned Notes Disregarded	 	48
	Section 8.05.	Revocation of Consents; Future Holders Bound	 	48


 



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	Article
    9
	Holders’ Meetings
	 	 	 	 
	Section 9.01.	Purpose of Meetings	 	49
	Section 9.02.	Call of Meetings by Trustee	 	49
	Section 9.03.	Call of Meetings by Company or Holders	 	49
	Section 9.04.	Qualifications for Voting	 	50
	Section 9.05.	Regulations	 	50
	Section 9.06.	Voting	 	50
	Section 9.07.	No Delay of Rights by Meeting	 	51
	 	 	 	 
	Article
    10
	Amendments or Supplemental Indentures
	 	 	 	 
	Section 10.01.	Amendments or Supplemental Indentures Without Consent of Holders	 	51
	Section 10.02.	Amendments or Supplemental Indentures with Consent of Holders	 	52
	Section 10.03.	Effect of Amendments or Supplemental Indentures	 	54
	Section 10.04.	Notation on Notes	 	54
	Section 10.05.	Evidence of Compliance of Amendments or Supplemental Indenture to Be Furnished Trustee	 	54
	 	 	 	 
	Article
    11
	Consolidation, Merger, Sale, Conveyance and Lease
	 	 	 	 
	Section 11.01.	Company May Consolidate, Etc. on Certain Terms	 	54
	Section 11.02.	Successor Corporation to Be Substituted	 	55
	Section 11.03.	Opinion of Counsel to Be Given to Trustee	 	56
	 	 	 	 
	Article
    12
	Immunity of Incorporators, Stockholders, Officers and Directors
	 	 	 	 
	Section 12.01.	Indenture and Notes Solely Corporate Obligations	 	56
	 	 	 	 
	Article
    13
	Subsidiary Guarantee of Notes
	 	 	 	 
	Section 13.01.	The Subsidiary Guarantee	 	56
	Section 13.02.	Execution and Delivery of Subsidiary Guarantee	 	58
	Section 13.03.	Subsidiary Guarantor May Consolidate, Etc., on Certain Terms.	 	58
	Section 13.04.	Release	 	59
	Section 13.05.	Limitation on Subsidiary Guarantor Liability	 	59
	Section 13.06.	Trustee to Include Paying Agent	 	60
	 	 	 	 
	Article
    14
	Conversion of Notes
	 	 	 	 
	Section 14.01.	Conversion Privilege	 	60


 



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	Section 14.02.	Conversion Procedure; Settlement Upon Conversion	 	63
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	 	67
	Section 14.04.	Adjustment of Conversion Rate	 	69
	Section 14.05.	Adjustments of Prices	 	78
	Section 14.06.	Shares to Be Fully Paid	 	78
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	 	79
	Section 14.08.	Certain Covenants	 	81
	Section 14.09.	Responsibility of Trustee	 	81
	Section 14.10.	Notice to Holders Prior to Certain Actions	 	82
	Section 14.11.	Shareholders’ Rights Plans	 	82
	Section 14.12.	Limit on Issuance of Shares of Common Stock Upon Conversion	 	83
	 	 	 	 
	Article
    15
	Repurchase of Notes at Option of Holders
	 	 	 	 
	Section 15.01.	Intentionally Omitted	 	83
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	 	83
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	 	86
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	 	87
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	 	87
	 	 	 	 
	Article
    16
	No Redemption
	 	 	 	 
	Section 16.01.	No Redemption	 	88
	 	 	 	 
	Article
    17
	Miscellaneous Provisions
	 	 	 	 
	Section 17.01.	Provisions Binding on Company’s and Subsidiary Guarantor’s Successors	 	88
	Section 17.02.	Official Acts by Successor Corporation	 	88
	Section 17.03.	Addresses for Notices, Etc.	 	88
	Section 17.04.	Governing Law; Jurisdiction	 	89
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	 	89
	Section 17.06.	Legal Holidays	 	90
	Section 17.07.	No Security Interest Created	 	90
	Section 17.08.	Benefits of Indenture	 	90
	Section 17.09.	Table of Contents, Headings, Etc.	 	90
	Section 17.10.	Authenticating Agent	 	91
	Section 17.11.	Execution in Counterparts	 	92
	Section 17.12.	Severability	 	92
	Section 17.13.	Waiver of Jury Trial	 	92
	Section 17.14.	Force Majeure	 	92


 



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	Section 17.15.	Calculations	 	92
	Section 17.16.	Conflict with Trust Indenture Act	 	92
	Section 17.17.	USA Patriot Act	 	93
	 	 	 	 
	EXHIBIT
	Exhibit A	Form of Note	 	A-1


 



    	v



    	 



    

 


INDENTURE dated as of March 5, 2012 among DEALERTRACK
HOLDINGS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01),
DEALERTRACK, INC., a Delaware corporation, as subsidiary guarantor (the “Subsidiary Guarantor”, as more fully
set forth in Section 1.01), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”,
as more fully set forth in Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 1.50% Senior Convertible Notes due 2017 (the “Notes”), initially
in an aggregate principal amount not to exceed $200,000,000, and in order to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


WHEREAS, for its lawful corporate purposes,
the Subsidiary Guarantor has duly authorized the issuance of its Subsidiary Guarantee and has duly authorized the execution and
delivery of this Indenture; and


 


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


 


WHEREAS, all acts and things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent,
and the Subsidiary Guarantee, when executed by the Subsidiary Guarantor, as in this Indenture provided, the valid, binding and
legal obligations of the Company and the Subsidiary Guarantor, respectively, 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 and the Subsidiary
Guarantee have in all respects been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 



    	 



    	 



    

 


Article
1


Definitions


 


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


 


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


 


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


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct 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.


 


“Averaging Period” shall
have the meaning specified in Section 14.04(e).


 


“Bankruptcy Code” means Title
11 of the United States Code.


 


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


 


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


 


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


 


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


 


“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with GAAP.


 



    	2



    	 



    

 


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


 


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


 


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


 


“Closing Sale Price” of any
share of Common Stock on any Trading Day means the closing sale price per share (or if no closing sale price is reported, the average
of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average
closing ask prices) on such Trading Day as reported in composite transactions for the principal U.S. securities exchange on which
the Common Stock is traded. If the Common Stock is not listed on a U.S. national or regional securities exchange on the relevant
Trading Day, the “Closing Sale Price” shall be the closing sale price for the Common Stock as reported by OTC
Markets Group Inc. If the Common Stock is not so quoted, the “Closing Sale Price” shall be determined by a nationally
recognized securities dealer selected and retained by the Company for this purpose. The Closing Sale Price shall be determined
without reference to extended or after hours trading.


 


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


 


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


 


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


 


“Common Stock” means the
common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 14.07.


 


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


 


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


 


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


 


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


 



    	3



    	 



    

 


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


 


“Conversion Period” with
respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to October 15, 2016, the
40 consecutive Trading Day period beginning on, and including, the third Trading Day immediately following such Conversion Date;
and (ii) if the relevant Conversion Date occurs on or after October 15, 2016, the 40 consecutive Trading Days beginning on, and
including, the 42nd Scheduled Trading Day immediately preceding the Maturity Date.


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business for purposes of this Indenture shall
be administered, which office at the date hereof is located at 45 Broadway, 14th Floor, New York, NY 10006, Attention:
Corporate Trust Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may
designate from time to time by notice to the Holders and the Company).


 


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


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the applicable Conversion Period, 1/40th of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.


 


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


 


“Daily Settlement Amount,”
for each $1,000 principal amount of Notes, for each of the 40 consecutive Trading Days during the relevant Conversion Period, shall
consist of:


 


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


 


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


 



    	4



    	 



    

 


“Daily VWAP” means, on any
Trading Day, the volume-weighted average price per share as displayed on Bloomberg (or any successor service) page “TRAK
<equity> AQR” (or its equivalent successor page) in respect of the period from 9:30 a.m., New York City time, to 4:00
p.m., New York City time, on such Trading Day; or, if such price is not available, the “Daily VWAP” means the
market value per share of the Common Stock on such Trading Day as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard
to after hours trading or any other trading outside of the regular trading session trading hours.


 


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


 


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


 


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


 


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


 


“Distribution Cut-Off Date”
shall have the meaning specified in Section 14.01(b)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	5



    	 



    

 


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


 


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


 


(a)          the
consummation of any transaction (including, without limitation, any merger or consolidation, but excluding any transaction described
in clause (b) below) the result of which is that any “person” or “group” (within the meaning of
Section 13(d) of the Exchange Act) other than the Company or any of its Subsidiaries files a Schedule TO or any schedule, form
or report under the Exchange Act disclosing that such person or group has become the “beneficial owner” (as defined
in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting power of the Company’s
Common Equity;


 


(b)          the
consummation of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (ii) any statutory share exchange, consolidation or merger of the Company pursuant to which the Common Stock
will be converted into cash, securities or other property; or (iii) any sale, lease or other transfer in one transaction or a series
of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to
any Person or group (other than one of the Company’s wholly-owned Subsidiaries); provided, however, that a transaction
described in clause (i) or (ii) in which the holders of more than 50% of the total voting power of the Company’s Common Equity
immediately prior to such event own, directly or indirectly, more than 50% of the total voting power of the Common Equity of the
continuing or surviving Person or transferee or the parent thereof immediately after such event shall not be a Fundamental Change
pursuant to this clause (b);


 


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


 


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


 


provided, however, that a transaction or event described
in clause (a) or (b) above shall not constitute a Fundamental Change if, in connection with such transaction or event, or as a
result thereof, at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and
cash payments made pursuant to dissenters’ appraisal rights) consists of shares of common stock, ordinary shares or other
common equity interests, in each case, that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted immediately following
completion of the relevant transaction and, as a result of such transaction, the Notes become convertible into cash,
Reference Property comprised of such consideration or a combination of cash and Reference Property comprised of such consideration
as described in Section 14.02(a).


 



    	6



    	 



    

 


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


 


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


 


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


 


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


 


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect
from time to time.


 


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


 


“Hedging Obligations” means,
with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations
in interest or currency exchange rates.


 


“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.


 


“Indebtedness” means, with
respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s
acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property
or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a lien on
any asset of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included,
the guarantee by such Person of any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date
shall be (i) the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest,
and (ii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case
of any other Indebtedness.


 



    	7



    	 



    

 


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


 


“Interest Payment Date” means
each March 15 and September 15 of each year, beginning on September 15, 2012.


 


“Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change as described in clause (a), (b) or (d) of the definition thereof
(determined after giving effect to any exceptions to or exclusions from such definition, but excluding the proviso in clause
(b) thereof).


 


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


 


“Maturity Date” means March
15, 2017.


 


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


 


“Merger Cut-Off Date” shall
have the meaning specified in Section 14.01(b)(iii).


 


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


 


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


 


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


 


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


 


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


 


“Offering Memorandum” means
the preliminary offering memorandum dated February 27, 2012, as supplemented by the pricing term sheet dated February 28, 2012,
relating to the offering and sale of the Notes.


 



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“Officer” means, with respect
to each of the Company and the Subsidiary Guarantor, the President, the Chief Executive Officer, the Treasurer, the Secretary,
any Executive or Senior Vice President or any Vice President, in each case, of the Company or the Subsidiary Guarantor, as the
case may be (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 each of the Company and the Subsidiary Guarantor, means a certificate that is delivered to the Trustee
and that is signed by (a) two Officers of the Company or the Subsidiary Guarantor, as applicable, or (b) one Officer of the Company
or the Subsidiary Guarantor, as applicable, and one of the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary
or the Controller of the Company or the Subsidiary Guarantor, as applicable. Each such certificate shall include the statements
provided for in Section 17.05 if and to the extent required by the provisions of such Section. One of the Officers giving an Officers’
Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion of Counsel” means
an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel reasonably
acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section
17.05 if and to the extent required by the provisions of such Section 17.05.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Physical Notes” means permanent
certificated Notes that are not Global Notes in registered form issued in denominations of $1,000 principal amount and multiples
thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subsidiary Guarantee” means
the guarantee of the Notes by the Subsidiary Guarantor pursuant to Article 13 hereof.


 


“Subsidiary Guarantor” means
the Subsidiary of the Company named as the “Subsidiary Guarantor” in the first paragraph of this Indenture;
provided, however, that upon the release and discharge of any Person from its Subsidiary Guarantee in accordance
with this Indenture, such Person shall cease to be a Subsidiary Guarantor.


 



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


 


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


 


“Trading Price” per $1,000
principal amount of Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal
amount of Notes obtained by the Bid Solicitation Agent for $5 million principal amount of Notes at approximately 3:30 p.m., New
York City time, on such determination date from two independent nationally recognized securities dealers the Company selects; provided
that if at least two such bids cannot reasonably be obtained by the Bid Solicitation Agent but one such bid can reasonably be obtained,
that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5 million principal amount
of Notes from a nationally recognized securities dealer on any determination date or, in the Company’s reasonable judgment,
the bid quotations are not indicative of the secondary market value of the Notes, then, for purposes of Section 14.01(b)(i) only,
the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product
of the Closing Sale Price of the Common Stock on such determination date and the applicable Conversion Rate. Determinations of
the “Trading Price” as set forth in this definition and Section 14.01(b)(i) shall be conclusive absent manifest
error.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


Section 1.03. Trust Indenture Act Provisions.
Whenever this Indenture refers to a provision of the Trust Indenture Act, that provision is incorporated by reference in and
made a part of this Indenture. This Indenture shall also incorporate by reference the applicable provisions of the Trust Indenture
Act. The following Trust Indenture Act terms used in this Indenture have the following meanings:


 


“indenture securities” means the
Notes and the Subsidiary Guarantee;


 


“indenture security holder” means
a Holder;


 


“indenture to be qualified” means
this Indenture;


 


“indenture trustee” or “institutional
trustee” means the Trustee; and


 


“obligor” on the indenture securities
means the Company, the Subsidiary Guarantor or any other obligor on the Notes.


 


All other terms used in this Indenture that
are defined in the Trust Indenture Act, defined by the Trust Indenture Act to another statute or defined by any Commission rule
and not otherwise defined herein have the meanings assigned to them therein.


 


Article
2


Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01. Designation and Amount.
The Notes shall be designated as the “1.50% Senior Convertible Notes
due 2017.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially
limited to $200,000,000, subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer
of, or in exchange for, or in lieu of other Notes pursuant to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section
14.02 and Section 15.04.


 



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


 


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


 


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


 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges
permitted hereby. Any endorsement of 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 Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including 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 denominations
of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear
interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day
year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month.


 



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(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; provided, however, the Person entitled to receive the principal amount of any Note at the Maturity Date shall
be entitled to receive the interest payable on the Interest Payment Date that falls on the Maturity Date. Interest shall be payable
at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New
York, which shall initially be the Corporate Trust Office. The Company shall pay interest (i) on any Physical Notes (A) to Holders
holding Physical Notes having an aggregate principal amount of less than $2,000,000, by check mailed to the Holders of these Notes
at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount
of $2,000,000 or more, by check mailed to such Holders or, upon election by such Holder duly delivered to the Note Registrar not
later than five Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to that
Holder’s account within the United States, which election shall remain in effect until the Holder notifies, in writing, the
Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the
Depositary or its nominee.


 


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


 


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


 



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


 


Section 2.04. Execution, Authentication and
Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature
of its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Secretary, General Counsel,
Associate General Counsel or Director of Corporate Development.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.


 


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 signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be
entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such
an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST
HEREIN, THE HOLDER:


 


		(1)	REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933;



 



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		(2)	AGREES THAT IT WILL NOT PRIOR TO THE DATE ONE YEAR AFTER
THE LAST DATE OF ORIGINAL ISSUANCE OF THE 1.50% SENIOR CONVERTIBLE NOTES DUE 2017 OF DEALERTRACK HOLDINGS, INC. (THE “COMPANY”),
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 OR ANY SUCCESSOR PROVISION THEREUNDER,
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR ANY COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO
ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, INCLUDING UNDER RULE 144 UNDER THE SECURITIES
ACT OF 1933, IF AVAILABLE, SUBJECT (IN THE CASE OF CLAUSE (D)) TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY
AND THE TRUSTEE; AND



 


		(3)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED PURSUANT TO CLAUSE 2(B) OR
CLAUSE 2(D) (EXCEPT A TRANSFER PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933) ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.



 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


Neither the Company, the Trustee nor any agent
of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


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


 


THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A BENEFICIAL INTEREST
HEREIN, THE HOLDER:


 


		(1)	REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933;



 


		(2)	AGREES THAT IT WILL NOT PRIOR TO THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION
OF WHICH THIS SECURITY WAS ISSUED, OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 OR
ANY SUCCESSOR PROVISION THEREUNDER, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT
OF 1933 AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT OF 1933, IF AVAILABLE, SUBJECT
(IN THE CASE OF CLAUSE (D)) TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT;
AND



 



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		(3)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED PURSUANT TO CLAUSE 2(B) OR
CLAUSE 2(D) (EXCEPT A TRANSFER PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933) ABOVE A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.



 


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


 


Neither the Trustee nor the Note Registrar or
Conversion Agent shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to
the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges
of the Notes. 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 Notes (including
any transfers between or among the Depositary’s participants or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation, as is 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.


 


(e)          Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
may not be resold by such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being
a “restricted security” (as defined under Rule 144). 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.


 



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


 


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


 


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


 



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


 


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


 


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


 


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


 



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Article
3


Satisfaction and Discharge


 


Section 3.01. Satisfaction and Discharge.
This Indenture shall upon request of the Company contained in an 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 and (y) Notes for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 4.04(d)) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee
or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental
Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable,
solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums
due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an 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 7.07 shall survive.


 


Article
4


Particular Covenants of the Company


 


Section 4.01. Payment of Principal and Interest.
The Company covenants and agrees that it will cause to be paid the principal (including the 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. Principal, premium, if any, and interest due on the Notes will be considered paid on the date
due if the Paying Agent, if other than the Company, holds as of 11:00 a.m., New York City time, on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due on the Notes.


 



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


 


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


 


The Company hereby initially designates the
Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office and the office or agency
of the Trustee in the Borough of Manhattan, The City of New York, each shall be considered as one such office or agency of the
Company for each of the aforesaid purposes.


 


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


 


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


 


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


 


(ii)         that
it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including 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


 



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


 


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


 


(b)          If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including 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 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 Fundamental Change Repurchase
Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.


 


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


 


(d)          Any
money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest
on, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if
applicable) or interest has become due and payable shall, subject to applicable abandoned property law, be paid 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 trust money and shares of Common Stock, 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, 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 and shares of Common Stock 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
and shares of Common Stock then remaining will be repaid or delivered to the Company.


 



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


 


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


 


(b)          The
Company shall file with the Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace
period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company files with the Commission
via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the
time such documents are filed via the EDGAR system. The Trustee shall have no obligation to determine whether or not such information,
documents or reports have been filed through EDGAR filing system.


 


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


 



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(d)          If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, and ending on the date that is one year after the last date of original issuance of the Notes, the Company
fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form
8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Persons that were
the Company’s Affiliates during the immediately preceding three months (as a result of restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes), the Company shall make a one time Additional Interest payment on the Notes on
the next succeeding Interest Payment Date in the amount of 0.50% of the principal amount of the Notes outstanding on such Interest
Payment Date. As used in this Section 4.06(d), documents or reports that the Company is required to “file” with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes
to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 


(e)          If,
and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Persons
that were the Company’s Affiliates during the immediately preceding three months (without restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the
Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding
until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes have been assigned an
unrestricted CUSIP and the Notes are freely tradable by Holders other than the Company’s Affiliates or Persons that were
the Company’s Affiliates during the immediately preceding three months (without restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes).


 


(f)          Any
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) will be payable in arrears on each Interest
Payment Date following accrual in the same manner as regular interest on the Notes.


 


(g)          Any
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu
of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03.


 


(h)          If
Additional Interest is payable by the Company pursuant to Section 4.06(d), Section 4.06(e) or Section 6.03, the Company shall deliver
to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable
and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives
at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.
If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an
Officers’ Certificate setting forth the particulars of such payment.


 



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Section 4.07. Stay, Extension and Usury Laws.
The Company and the Subsidiary Guarantor covenant (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 or the Subsidiary Guarantor 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 and the Subsidiary Guarantor (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


Section 4.08. Compliance Certificate; Statements
as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning
with the fiscal year ending on December 31, 2012) an Officers’ Certificate that need not comply with Section 17.05 stating
whether or not the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then
required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof.


 


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


 


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


 


Article
5


Lists of Holders


 


Section 5.01. Lists of Holders. The Company,
on its own behalf and on behalf of the Subsidiary Guarantor, covenants and agrees that it will furnish or cause to be furnished
to the Trustee, semi-annually, not more than 15 days after each March 1 and September 1 in each year beginning with September 1,
2012, and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request
(or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by
it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date
not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior
to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note
Registrar.


 


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


 



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Article
6


Defaults and Remedies


 


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


 


(a)          the
Company fails to pay any interest on the Notes when due and payable, and such failure continues for a period of 30 calendar days;


 


(b)          the
Company fails to pay principal of the Notes when due at the Maturity Date, or the Company fails to pay the Fundamental Change Repurchase
Price payable in respect of any Notes when due;


 


(c)          the
Company fails to pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common
Stock, as the case may be, upon the conversion of any Notes and such failure continues for five Business Days following the scheduled
settlement date for such conversion;


 


(d)          the
Company fails to comply with its obligations set forth in Article 11;


 


(e)          the
Company fails to provide notice of any transaction described in Section 14.01(b)(ii) or Section 14.01(b)(iii), which failure is
not cured within five Business Days of the date such notice must be provided in such Section, or the Company fails to provide notice
of the actual effective date of a Fundamental Change or a Make-Whole Fundamental Change on a timely basis as required in Section
15.02(c) or Section 14.03(b), as the case may be, which failure is not cured within five Business Days of the date such notice
must be provided in such Section;


 


(f)          the
Company fails to perform or observe any other covenant or agreement in the Notes or this Indenture for a period of 60 calendar
days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding;


 


(g)          an
event of default under any indebtedness for borrowed money of the Company or any Significant Subsidiary in an aggregate amount
in excess of $25,000,000 (or its foreign currency equivalent), which event of default results in the acceleration of maturity of
such indebtedness prior to its express maturity, unless such indebtedness is paid, cured or discharged, or such acceleration is
rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding;


 



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(h)          a
final judgment by a court of competent jurisdiction for the payment of money in excess of $25,000,000 (or its foreign currency
equivalent), excluding any amounts covered by insurance, rendered against the Company or any Significant Subsidiary, which judgment
is not paid, discharged or waived or stayed or bonded or satisfied within 60 calendar days after (i) the date on which the
right to appeal or petition for review thereof has expired if no such appeal or review has commenced, or (ii) the date on
which all rights to appeal or petition for review have been extinguished;


 


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


 


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


 


(k)          except
as permitted by this Indenture, the Subsidiary Guarantee shall be held in any final, nonappealable judicial proceeding by a court
of competent jurisdiction to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Subsidiary
Guarantor, or any Person acting on its behalf, shall deny or disaffirm its obligation under the Subsidiary Guarantee.


 


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)), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately,
and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture
or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j)
occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall
automatically be immediately due and payable.


 



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The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum 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 borne by the Notes) and amounts due to the Trustee pursuant to Section 7.07, and if (1) rescission
would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default
under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall
have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case
(except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect
to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent
thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect
any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes,
(ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration
due upon conversion of the Notes.


 


Section 6.03. Additional Interest. Notwithstanding
anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for Event of Default
relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b)
and for any failure to comply with Section 314(a)(1) of the Trust Indenture Act shall after the occurrence of such an Event of
Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum
of the principal amount of the Notes outstanding for each day during the 180 days after the occurrence of such Event of Default
(which shall be the 60th day after written notice is provided to the Company in accordance with Section 6.01(f)), consist exclusively
of the right to receive Additional Interest on the Notes at an annual rate equal to (x) 0.25% of the outstanding principal amount
of the Notes for the first 90 days during which an Event of Default is continuing in such 180-day period and (y) 0.50% of the outstanding
principal amount of the Notes for the remaining 90 days during which an Event of Default is continuing in such 180-day period.
Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable
pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest shall be payable in the same
manner and on the same dates as regular interest on the Notes. The Additional Interest will accrue on all outstanding Notes from
and including the date on which an Event of Default relating to the Company’s failure to comply with its obligations as set
forth in Section 4.06(b) and Section 314(a)(1) of the Trust Indenture Act first occurs to, but not including, the 180th day thereafter
(or such earlier date on which such Event of Default shall have been cured or waived). On the 180th day after such Event of Default
(if such Event of Default is not cured or waived prior to such 180th day), the Notes will be subject to acceleration as provided
in Section 6.02. In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance
with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes
shall be subject to acceleration as provided in Section 6.02.


 



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In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the close
of business on the Business Day prior to the date on which such Event of Default occurs. Upon the failure to timely give such notice,
the Notes shall be immediately subject to acceleration as provided in Section 6.02.


 


Section 6.04. Payments of Notes on Default;
Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable
on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne
by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the
Trustee under Section 7.07. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name
and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute
such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Notes, wherever situated.


 



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In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid
interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers
or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors,
or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and
to distribute the same after the deduction of any amounts due to the Trustee under Section 7.07; and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders
to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances
and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.07, 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.
The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member
of a creditors’ or other similar committee.


 


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


 


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


 


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


 


In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant
to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Subsidiary Guarantor, 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 Subsidiary Guarantor, the Holders, and the Trustee shall continue as though
no such proceeding had been instituted.


 



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Section 6.05. Application of Monies Collected
by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6, or after an Event of Default any moneys
or properties distributable in respect of the Company’s or the Subsidiary Guarantor’s obligations under this Indenture,
with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:


 


First, to the payment of all amounts
due the Trustee and any predecessor Trustee under Section 7.07;


 


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 borne
by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;


 


Third, in case the principal of the outstanding
Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable,
the payment of the 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 borne by the Notes at such time, and in case such monies shall
be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including,
if applicable, the Fundamental Change Repurchase Price and the cash due upon conversion) and interest without preference or priority
of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest,
or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the 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.


 


Section 6.06. Proceedings by Holders.
Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price)
or 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:


 



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


 


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


 


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


 


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


 


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


 


it being understood and intended, and being expressly
covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders
shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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


 


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


 



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


 


Section 6.09. Direction of Proceedings and
Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the
time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture,
and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee
may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such
Holders) or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive
any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest,
if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured
pursuant to the provisions of Section 6.01, (ii) a failure by the Company to deliver the consideration due upon conversion of the
Notes or (iii) a failure by the Company to comply with any of the provisions of this Indenture that would require the consent of
the Holder of each outstanding Note affected to be amended or modified. Upon any such waiver the Company, the Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes
and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.


 



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


 


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


 


Article
7


Concerning the Trustee


 


Section 7.01. Duties and Responsibilities
of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In case an Event of Default has occurred that has not been cured or waived the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)          the
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company,
and money and other property held in trust by the Trustee need not be segregated from other funds or property except to the extent
required by law; and


 



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


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers. The Trustee shall not be required to give any bond or surety
in respect of the performance of its powers or duties hereunder.


 


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


 


(a)          the
Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, Note, coupon or other paper or document 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 a Company Order or 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 or an Assistant Secretary of the Company;


 


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


 


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


 


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


 


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


 



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(g)          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 reasonably satisfactory indemnity or security against the costs,
expenses and liabilities that might be incurred by it in compliance with such request or direction; and


 


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


 


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


 


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


 


Section 7.04. No Obligation to Monitor.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depositary participants or beneficial owners of interests in any Global Notes or for actions taken or omitted
to be taken by the Depositary) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


Section 7.05. Trustee, Paying Agents, Conversion
Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation
Agent (if other than the Company) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of
Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or
Note Registrar.


 



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Section 7.06. Monies and Shares of Common
Stock to Be Held in Trust. All monies and shares of Common Stock received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received. Money and shares of Common Stock held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to time
by the Company and the Trustee.


 


Section 7.07. Compensation and Expenses of
Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and
the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably
incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including
the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence, willful misconduct
or bad faith. The Company and the Subsidiary Guarantor jointly and severally covenant to indemnify the Trustee in any capacity
under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating
agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence,
willful misconduct or bad faith on the part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating
agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any
other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises.
The obligations of the Company under this Section 7.07 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, 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 7.07 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under
this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the
Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The indemnification provided in this Section 7.07 shall extend to the officers, directors, agents and employees of the Trustee.


 


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


 



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The provisions of this Section 7.07 shall survive
the satisfaction and discharge or termination of this Indenture and the resignation or removal of the Trustee. “Trustee”
for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder
and each agent, custodian and other person employed to act hereunder; provided, however, that the gross negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


Section 7.08. Officers’ Certificate
as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross
negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by
an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of gross negligence,
willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted
by it under the provisions of this Indenture upon the faith thereof.


 


Section 7.09. Eligibility of Trustee.
There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to
act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 7.10. Resignation or Removal of Trustee.
(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof
to the Holders at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the
Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of
competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes
for at least six months may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.


 


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


 



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(i)          the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


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


 


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


 


(c)          The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section
8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless
within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed
or any Holder, upon the terms and conditions and otherwise as in Section 7.10(a) provided, may petition any court of competent
jurisdiction for an appointment of a successor trustee.


 


(d)          Any
resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section
7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.


 


Section 7.11. Acceptance by Successor Trustee.
Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein;
but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment
of any amounts then due it pursuant to the provisions of Section 7.07, execute and deliver an instrument transferring to such successor
trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made
subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit
of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.07.


 



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No successor trustee shall accept appointment
as provided in this Section 7.11 unless at the time of such acceptance such successor trustee shall be eligible under the provisions
of Section 7.09.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.11, each of the Company and the successor trustee, at the written direction and at the expense
of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holders at their addresses
as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


Section 7.12. 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 7.09.


 


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


 


Section 7.13. Trustee’s Application
for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with
regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes
under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less than three Business Days after
the date any officer that the Company has indicated to the Trustee should receive such application actually receives such application,
unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective
date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response
to such application specifying the action to be taken or omitted.


 



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Article
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 by (a) any instrument or any number of instruments of similar tenor executed by Holders in person or by agent
or proxy appointed in writing, (b) the record of the Holders voting in favor thereof at any meeting of Holders duly called and
held in accordance with the provisions of Article 9, or (c) a combination of such instrument or instruments and any such record
of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes,
the Company or the Trustee may fix, but shall not be required to, in advance of such solicitation, a date as the record date for
determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior
to the date of commencement of solicitation of such action.


 


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


 


Section 8.03. Who Are Deemed Absolute Owners.
The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may deem the
Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person
other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject
to Section 2.03) accrued and unpaid interest on such Note, for 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 shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for
monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes
following an Event of Default, any 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 Depositary or any other Person, such Holder’s
right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.


 



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Section 8.04. Company-Owned Notes Disregarded.
In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent,
waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Subsidiary thereof
shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes
that a Responsible Officer knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may
be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or
a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or a Subsidiary
thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an 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, 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, of the taking
of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection
with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented
to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any
Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued
in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto
is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.


 



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Article
9


Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


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


 


Article
10


Amendments or Supplemental Indentures


 


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


 


(a)          to
provide for conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental
Change and/or in the event of any transaction described under Section 14.07;


 


(b)          to
cure any ambiguity or omission or correct or supplement any inconsistent or otherwise defective provision of this Indenture; provided
that such modification or amendment does not materially adversely affect the interests of the Holders of the Notes in any respect;
provided, further, that any amendment made solely to conform the provisions of this Indenture or the Notes to the
“Description of the Notes” section of the Offering Memorandum shall not be deemed to adversely affect the interest
of the Holders of the Notes;


 


(c)          to
provide for the assumption by a Successor Company of the obligations of the Company or the Subsidiary Guarantor under this Indenture
pursuant to Article 11 or Article 13, as the case may be;


 


(d)          to
add guarantees of obligations under the Notes;


 


(e)          to
secure the Notes;


 


(f)          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;


 



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(g)          to
make any provision with respect to matters or questions arising under this Indenture or the Notes that the Company may deem necessary
or desirable and that shall not be inconsistent with the provisions of this Indenture; provided that such change or modification
does not materially adversely affect the interests of the Holders of the Notes in any respect;


 


(h)          to
increase the Conversion Rate;


 


(i)          to
provide a successor trustee;


 


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


 


(k)          to
comply with any requirement under the Trust Indenture Act; and


 


(l)          to
conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum.


 


Upon the written request of the Company, the
Trustee is hereby authorized to join with the Company and the Subsidiary Guarantor in the execution of any such amendment or 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 amendment or supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


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


 


Section 10.02. Amendments or Supplemental
Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority
of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without
limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized
by the resolutions of the Board of Directors, the Subsidiary Guarantor and the Trustee, at the Company’s expense, may from
time to time and at any time amend this Indenture or 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 amendment or supplemental indenture shall:


 


(a)          change
the Maturity Date of any Notes;


 


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


 



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(c)          reduce
the principal amount of any Notes;


 


(d)          reduce
any amount payable upon repurchase of any Notes upon a Fundamental Change;


 


(e)          impair
the right of a Holder of Notes to receive payment of principal and interest with respect to any Notes on or after the due dates
therefore or to institute suit for payment of principal and interest of any Notes;


 


(f)          change
the currency in which any Note is payable;


 


(g)          change
the Company’s obligation to pay the Fundamental Change Repurchase Price in a manner adverse to the Holders of the Notes;


 


(h)          adversely
affect the right of a Holder of Notes to convert any Notes into cash, shares of Common Stock or a combination of cash and shares
of Common Stock, as the case may be, or reduce the number of shares of Common Stock or amount of property, including cash, receivable
upon conversion pursuant to the terms of this Indenture;


 


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


 


(j)          reduce
the percentage of the Notes required for consent to any modification of this Indenture that does not require the consent of each
affected Holder.


 


Without limiting the provisions of this Section
10.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding may, on behalf of all the Holders
of all Notes, consent to the waiver of (including, without limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, the Notes) compliance by the Company with any restrictive provisions of this Indenture, any past Default
or Event of Default under this Indenture and its consequences, except an uncured failure to pay when due the principal amount,
accrued and unpaid interest, or the Fundamental Change Repurchase Price, if any and as applicable, or to deliver amounts due upon
conversion, with respect to the Notes, or in respect of any provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Note affected.


 


Upon the written request of the Company and
the Subsidiary Guarantor, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to
Section 10.05, the Trustee shall join with the Company and the Subsidiary Guarantor in the execution of such amendment or supplemental
indenture unless such amendment or 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 amendment
or supplemental indenture.


 



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Holders do not need under this Section 10.02
to approve the particular form of any proposed amendment or supplemental indenture. It shall be sufficient if such Holders approve
the substance thereof. After any such amendment or supplemental indenture becomes effective, the Company shall send to the Holders
a notice briefly describing such amendment or 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 amendment or supplemental indenture.


 


Section 10.03. Effect of Amendments or Supplemental
Indentures. Upon the execution of any amendment or 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, the Subsidiary Guarantor 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 amendment or 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 amendment or supplemental indenture pursuant to the provisions of this Article
10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such amendment
or supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such amendment or supplemental
indenture may, at the Company’s expense, be prepared and executed by the Company and the Subsidiary Guarantor, authenticated
by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for
the Notes then outstanding, upon surrender of such Notes then outstanding.


 


Section 10.05. Evidence of Compliance of
Amendments or Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any amendment or supplemental
indenture executed pursuant hereto complies with the requirements of this Article 10,
is permitted or authorized by this Indenture.


 


Article
11


Consolidation, Merger, Sale, Conveyance and Lease


 


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


 



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(a)          either
(1) the Company shall be the continuing corporation or (2) the resulting, surviving or transferee Person (the “Successor
Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental
indenture all of the obligations of the Company under the Notes and this Indenture;


 


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


 


(c)          the
Company has delivered to the Trustee certain Officers’ Certificates and Opinions of Counsel (including, without limitation,
as provided in Section 11.03) if so requested by the Trustee.


 


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


 


When a Successor Company assumes all the obligations
of its predecessor under the Notes and this Indenture in accordance with the terms and conditions of this Indenture, the predecessor
corporation (except in certain circumstances specified above, including in the case of a lease of the property and assets of the
Company and its Subsidiaries substantially as an entirety) shall be released from those obligations.


 



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


 


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


 


Article
12


Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


Article
13


Subsidiary Guarantee of Notes


 


Section 13.01. The Subsidiary Guarantee.
(a) The Subsidiary Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes
or the obligations of the Company hereunder or thereunder, that:


 


(i)          the
principal of, premium and interest and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether
at maturity, by acceleration, repurchase or otherwise; interest on the overdue principal of and interest and Additional Interest,
if any, on the Notes, if lawful, shall promptly be paid in full; cash due upon conversion of the Notes shall be paid, as provided
herein and in the Notes; and all other monetary obligations of the Company to the Holders or the Trustee hereunder or under the
Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and


 



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(ii)         in
case of any extension of time of payment or renewal of any Notes or any of such other monetary obligations, that same shall be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity,
by acceleration, repurchase or otherwise.


 


Failing payment when due of any amount so guaranteed
or the performance of any monetary obligation so guaranteed for whatever reason, the Subsidiary Guarantor shall be obligated to
pay the same immediately. The Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in this Section 13.01
is a guarantee of payment and not a guarantee of collection.


 


(b)          The
Subsidiary Guarantor hereby agrees that its obligations hereunder shall be, to the fullest extent permitted by law, unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any holder of the Notes with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of the Subsidiary Guarantor. The Subsidiary Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be
discharged except by complete performance of the monetary obligations contained in the Notes and this Indenture.


 


(c)          If
any Holder of Notes or the Trustee is required by any court or otherwise to return to the Company or the Subsidiary Guarantor,
or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantor,
any amount paid to either such Holder or the Trustee, this Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.


 


(d)          The
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect
of any monetary obligations guaranteed hereby until payment in full of all monetary obligations guaranteed hereby. The Subsidiary
Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the principal of and premium, if any, and accrued and unpaid interest and accrued and unpaid Additional Interest,
if any, on the Notes guaranteed hereby may be accelerated pursuant Section 6.01 for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the monetary obligations guaranteed
hereby and (ii) in the event of any such acceleration, the monetary obligations guaranteed under this Indenture (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.


 



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Section 13.02. Execution and Delivery of
Subsidiary Guarantee. The execution by the Subsidiary Guarantor of this Indenture evidences the Subsidiary Guarantee, whether
or not the person signing as an Officer of the Subsidiary Guarantor still holds that office at the time of authentication of any
Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Subsidiary Guarantor.


 


The Subsidiary Guarantor hereby agrees that
its Subsidiary Guarantee set forth in Section 13.01 hereof shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of the Subsidiary Guarantee.


 


If an Officer whose signature is on this Indenture
or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on
behalf of the Subsidiary Guarantor.


 


Section 13.03. Subsidiary Guarantor May Consolidate,
Etc., on Certain Terms. 


 


(a)          Except
as set forth in Article 4 and Article 11 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any amalgamation,
consolidation or merger of the Subsidiary Guarantor with or into the Company or shall prevent any sale or conveyance of the property
of the Subsidiary Guarantor, as an entirety or substantially as an entirety, to the Company.


 


(b)          Except
as provided in Section 13.03(a) hereof or in a transaction referred to in Section 13.04 hereof, the Subsidiary Guarantor may not
amalgamate or consolidate with or merge with or into (whether or not the Subsidiary Guarantor is the surviving Person) another
corporation, Person or entity, in each case, that is affiliated with the Subsidiary Guarantor, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets to, another corporation, Person or entity, in each case,
that is affiliated with the Subsidiary Guarantor, unless: (i) subject to the provisions of Section 13.04 hereof, the Person
formed by or surviving any such amalgamation, consolidation or merger (if other than the Subsidiary Guarantor) shall assume all
the obligations of the Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee; and (ii) immediately after giving effect to such transaction, no Default
or Event of Default exists.


 


Subject to Section 13.04 hereof, in case of
any such amalgamation, consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed
upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same
effect as if it had been named herein as the Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company or the Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of
the execution hereof.


 



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Section 13.04. Release. In the event
of (a) a sale or other disposition of all or substantially all of the assets of the Subsidiary Guarantor other than to the Company
or an Affiliate of the Company, by way of amalgamation, merger, consolidation or otherwise, (b) a sale or other disposition (including
by way of consolidation or merger), in one transaction or a series of related transactions, of the majority of the total voting
power of the common stock of the Subsidiary Guarantor other than to the Company or an Affiliate of the Company, (c) the merger
of the Subsidiary Guarantor with or into the Company, or the merger of the Company with or into the Subsidiary Guarantor or (d)
the discharge of this Indenture, then the Subsidiary Guarantor (in the event of a sale or other disposition, by way of such an
amalgamation, merger, consolidation or otherwise, of the majority of the total voting power of the Common Stock of the Subsidiary
Guarantor in accordance with the provisions of this Indenture) or the corporation acquiring the property (in the event of a sale
or other disposition of all of the assets of the Subsidiary Guarantor), shall be automatically released and relieved of its obligations
under the Subsidiary Guarantee and Section 13.03 hereof, without any action required on the part of the Trustee or any Holder.
Upon the written request of the Company and/or the Subsidiary Guarantor the Trustee shall execute any documents reasonably required
in order to evidence the release of the Subsidiary Guarantor from its obligations under the Subsidiary Guarantee.


 


As long as the Subsidiary Guarantor is not released
from its obligations under the Subsidiary Guarantee, the Subsidiary Guarantor shall remain liable for the full amount of principal
of and interest and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 13. The release of the Subsidiary Guarantor pursuant to this Section 13.04 shall be effective whether
or not such release shall be noted on any Note then outstanding or thereafter authenticated and delivered.


 


Section 13.05. Limitation on Subsidiary Guarantor
Liability. For purposes hereof, the Subsidiary Guarantor’s liability shall be that amount from time to time equal to
the aggregate liability of the Subsidiary Guarantor under the Subsidiary Guarantee, but shall be limited to the lesser of (i) the
aggregate amount of the monetary obligations of the Company under the Notes and this Indenture and (ii) the amount, if any,
which would not have (A) rendered the Subsidiary Guarantor “insolvent” (as such term is defined in the Bankruptcy Code
and in the debtor and creditor law of the State of New York) or (B) left the Subsidiary Guarantor with unreasonably small capital
at the time the Subsidiary Guarantee was entered into, after giving effect to the incurrence of existing Indebtedness immediately
prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which the Subsidiary
Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of the Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy
of the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Subsidiary Guarantor is limited
to the amount set forth in clause (ii).


 



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Section 13.06. Trustee to Include Paying
Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article 13 shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if
such Paying Agent were named in this Article 13 in place of the Trustee.


 


Article
14


Conversion of Notes


 


Section 14.01. Conversion Privilege.
(a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such
Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to
the close of business on the Business Day immediately preceding October 15, 2016 under the circumstances and during the periods
set forth in Section 14.01(b), and (ii) irrespective of the conditions described in Section 14.01(b), on or after October 15, 2016
and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at
an initial conversion rate of 26.7618 shares of Common Stock (subject to adjustment as provided in this
Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions
of Section 14.02, the “Conversion Obligation”).


 



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(b)          (i)
Prior to the close of business on the Business Day immediately preceding October 15, 2016, the Notes may be surrendered for conversion
during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”)
in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance
with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Closing Sale
Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be
determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this
Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the two independent
nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate
contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the
Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have
no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation
to determine the Trading Price) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000
principal amount of Notes would be less than 98% of the product of the Closing Sale Price of the Common Stock and the Conversion
Rate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company
is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning
on the next Trading Day and on each successive Trading Day until the Trading Price per Note is greater than or equal to 98% of
the product of the Closing Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation
Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount
of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain
bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and
the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading
Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Closing Sale Price of the
Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been
met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time
after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater
than or equal to 98% of the product of the Closing Sale Price of the Common Stock and the applicable Conversion Rate, the Company
shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).


 


(ii)         If,
prior to the close of business on the Business Day immediately preceding October 15, 2016, the Company elects to:


 


(A)         distribute
to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more
than 45 calendar days after the declaration date of such distribution, to purchase shares of its Common Stock at a price per share
that is less than the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately preceding,
but excluding, the declaration date for such distribution; or


 


(B)         distribute
to all or substantially all holders of its Common Stock cash, other assets, securities or rights to purchase securities of the
Company (other than upon implementation of a “poison pill” or similar rights plan), which distribution has a per share
value, as reasonably determined by the Board of Directors, exceeding 10% of the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the declaration date for such distribution,


 



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then, in either case, the Company shall notify all Holders
of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 20 Business Days prior to the Ex-Dividend
Date for such distribution. However, if the Company does not provide such notice at least 55 Business Days prior to the Ex-Dividend
Date for such distribution, the Company shall be deemed to have elected Physical Settlement in respect of its Conversion Obligation
for any conversion of Notes in accordance with Article 14 for which
the relevant Conversion Date occurs during the period from, and including, the date on which the Company notifies all Holders of
the Notes of the Ex-Dividend Date for such distribution to, but excluding the related Distribution Cut-Off Date. In each case,
once the Company has given such notice, the Notes may be surrendered for conversion during the period from, and including, the
date on which the Company notifies all Holders of the Notes of the Ex-Dividend Date for such distribution to, but excluding, the
earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution
and (2) the Company’s public announcement that such issuance or distribution will not take place (such earlier date, the
“Distribution Cut-Off Date”), even if the Notes are not otherwise convertible at such time.


 


(iii)        If,
prior to the close of business on the Business Day immediately preceding October 15, 2016:


 


(A)         the
Company is a party to a consolidation, merger, statutory share exchange, or sale or conveyance of all or substantially all of its
property and assets that does not constitute a Fundamental Change, in each case, pursuant to which the Common Stock would be converted
into cash, securities and/or other property;


 


(B)         a
transaction or event that constitutes a Fundamental Change occurs; or


 


(C)         a
transaction or event that constitutes a Make-Whole Fundamental Change occurs;


 


then, regardless of whether a Holder has the right to
require the Company to repurchase the Notes pursuant to Section 15.02, the Company shall notify all Holders of the Notes, the Trustee
and the Conversion Agent (if other than the Trustee) as promptly as practicable following the date the Company publicly announces
such transaction but in no event less than 20 Business Days prior to the anticipated effective date for any such transaction. However,
if the Company does not provide such notice at least 55 Business Days prior to the anticipated effective date for any such transaction,
the Company shall be deemed to have elected Physical Settlement in respect of its Conversion Obligation for any conversion of Notes
in accordance with Article 14 for which the relevant Conversion Date occurs during the period from, and including, the date on
which the Company notifies all Holders of the Notes of the anticipated effective date for any such transaction to, but excluding,
the related Merger Cut-Off Date. In each case, once the Company has given such notice, the Notes may be surrendered for conversion
at any time during the period from, and including, the date the Company notifies all Holders of the Notes as being the anticipated
effective date of the transaction to, and including (1) in the case of any transaction described in (A) of this clause (iii) or
any transaction described in (C) of this clause (iii) that does not constitute a Fundamental Change, the date which is 35 calendar
days after the date that is the actual effective date of such transaction and (2) in the case of any transaction described in (B)
of this clause (iii) or any transaction described in (C) of this clause (iii) that does constitute a Fundamental Change, the Business
Day immediately preceding the relevant Fundamental Change Repurchase Date (the date set forth in clause (1) or (2), as applicable,
the “Merger Cut-Off Date”).


 



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(iv)        Prior
to the close of business on the Business Day immediately preceding October 15, 2016, the Notes may be surrendered for conversion
during any calendar quarter commencing after the calendar quarter ending on June 30, 2012 (and only during such calendar quarter),
if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30
consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the
Conversion Price on each applicable Trading Day. The Conversion Agent, on behalf of the Company, shall determine at the beginning
of each calendar quarter commencing after June 30, 2012 whether the Notes may be surrendered for conversion in accordance with
this clause (iv) and shall notify the Company and the Trustee if the Notes become convertible in accordance with this clause (iv).


 


Section 14.02. Conversion Procedure; Settlement
Upon Conversion.


 


(a)          Subject
to Section 14.01, this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall pay
or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,
cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional
share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination
of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance
with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this
Section 14.02.


 


(i)          All
conversions for which the relevant Conversion Date occurs on or after October 15, 2016 shall be settled using the same Settlement
Method.


 


(ii)         Except
for any conversions for which the relevant Conversion Date occurs on or after October 15, 2016, the Company shall use the same
Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use
the same Settlement Method with respect to conversions that occur on different Conversion Dates.


 



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(iii)        If,
in respect of any Conversion Date (or the period described in the third immediately succeeding set of parentheses, as the case
may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method
in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement
Notice to converting Holders no later than the close of business on the Scheduled Trading Day immediately following the relevant
Conversion Date (or, in the case of any conversions occurring on or after October 15, 2016, no later than the close of business
on the Scheduled Trading Day immediately preceding October 15, 2016). If the Company does not elect a Settlement Method in respect
of a Conversion Date prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the
right to elect Cash Settlement or Physical Settlement in respect of its Conversion Obligation for such conversion and the Company
shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation for such conversion, and the Specified
Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Each Settlement Notice shall specify the relevant
Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified
Dollar Amount. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation
but does not indicate a Specified Dollar Amount in such Settlement Notice, the Specified Dollar Amount shall be deemed to be $1,000.


 


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


 


(A)         if
the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Physical
Settlement, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to the product of (1) the
aggregate principal amount of Notes to be converted, divided by $1,000, and (2) the Conversion Rate in effect on
the Conversion Date (plus cash in lieu of any fractional share pursuant to Section 14.02(j));


 


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


 


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


 


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


 



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(b)          Subject
to Section 14.02(e), before any Holder of a Note shall be entitled
to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary
in effect at that time and, if required, pay funds equal to interest (excluding Additional Interest) payable on the next Interest
Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar
taxes as set forth in Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable
notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted
and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock
to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company
or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if
required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to interest (excluding Additional
Interest) payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h)
and (5) if required, pay all transfer or similar taxes as set forth in Section 14.02(e). The Trustee (and if different,
the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion.
No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental
Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice
in accordance with Section 15.03.


 


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


 


(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. The Company shall pay or deliver, as the
case may be, the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the
relevant Conversion Date, if the Company elects (or is deemed to have elected) Physical Settlement, or on the third Business Day
immediately following the last Trading Day of the Conversion Period, in the case of any other Settlement Method. If any shares
of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent
or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for
the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion
Obligation.


 



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


 


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


 


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


 


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


 


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


 



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


 


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


 


Section 14.03. Increased Conversion Rate
Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental
Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental
Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for
conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A
conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change
if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental
Change up to, but not including, the Business Day immediately preceding 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).


 



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


 


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


 


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


 


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


 



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	 	 	Stock Price	 
	Effective Date	 	$27.99	 	 	$30.00	 	 	$35.00	 	 	$40.00	 	 	$45.00	 	 	$50.00	 	 	$55.00	 	 	$60.00	 	 	$70.00	 	 	$80.00	 	 	$90.00	 	 	$100.00	 	 	$110.00	 	 	$120.00	 	 	$130.00	 
	March 5, 2012	 	 	8.9652	 	 	 	7.6799	 	 	 	5.3361	 	 	 	3.8029	 	 	 	2.7640	 	 	 	2.0397	 	 	 	1.5225	 	 	 	1.1458	 	 	 	0.6570	 	 	 	0.3752	 	 	 	0.2073	 	 	 	0.1058	 	 	 	0.0450	 	 	 	0.0116	 	 	 	0.0000	 
	March 15, 2013	 	 	8.9652	 	 	 	7.5039	 	 	 	5.0751	 	 	 	3.5169	 	 	 	2.4847	 	 	 	1.7824	 	 	 	1.2934	 	 	 	0.9461	 	 	 	0.5116	 	 	 	0.2735	 	 	 	0.1385	 	 	 	0.0611	 	 	 	0.0180	 	 	 	0.0003	 	 	 	0.0000	 
	March 15, 2014	 	 	8.9652	 	 	 	7.2639	 	 	 	4.7266	 	 	 	3.1423	 	 	 	2.1268	 	 	 	1.4607	 	 	 	1.0146	 	 	 	0.7102	 	 	 	0.3503	 	 	 	0.1680	 	 	 	0.0723	 	 	 	0.0220	 	 	 	0.0004	 	 	 	0.0000	 	 	 	0.0000	 
	March 15, 2015	 	 	8.9652	 	 	 	6.9497	 	 	 	4.2451	 	 	 	2.6264	 	 	 	1.6455	 	 	 	1.0432	 	 	 	0.6681	 	 	 	0.4308	 	 	 	0.1786	 	 	 	0.0682	 	 	 	0.0177	 	 	 	0.0001	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	March 15, 2016	 	 	8.9652	 	 	 	6.5639	 	 	 	3.5169	 	 	 	1.8346	 	 	 	0.9395	 	 	 	0.4768	 	 	 	0.2419	 	 	 	0.1233	 	 	 	0.0307	 	 	 	0.0025	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	March 15, 2017	 	 	8.9652	 	 	 	6.5715	 	 	 	1.8096	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The exact Stock Price and Effective Date may
not be set forth in the table above, in which case, if the Stock Price is:


 


(i)          between
two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table, the number of Additional
Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and
lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 360-day year;


 


(ii)         greater
than $130.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table
above pursuant to subsection (d) above), the Conversion Rate will not be increased; and


 


(iii)        less
than $27.99 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table
above pursuant to subsection (d) above), the Conversion Rate will not be increased.


 


Notwithstanding the foregoing, in no event shall
the Conversion Rate per $1,000 principal amount of Notes exceed 35.7270, subject to adjustment in the same manner as the Conversion
Rate pursuant to Section 14.04.


 


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


 


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


 


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


 



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where,


 


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


 


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


 


(b)          If
the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them,
for a period of 45 calendar days or less from the declaration date of such issuance, to purchase shares of the Common Stock at
a price per share that is less than the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately
preceding, but excluding, the declaration date for such distribution, the Conversion Rate shall be increased based on the following
formula:


 





 


where,


 


	CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR0	=	the Conversion Rate in effect immediately prior to the open of business on such Ex-Dividend Date;


 



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	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average Closing Sale Price of the Common Stock over the 10 consecutive Trading Days immediately preceding, but excluding the declaration date for such distribution.


 


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


 


For purposes of this Section 14.04(b) and for
the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to purchase
shares of the Common Stock at less than such average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days
immediately preceding, but excluding, the declaration date for such distribution, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be
determined by the Board of Directors.


 


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


 





 



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where,


 


	CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR0	=	the Conversion Rate in effect immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately preceding, but excluding, the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock immediately prior to the open of business on the Ex-Dividend Date for such distribution.


 


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


 


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


 





 


where,


 



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	CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for the Spin-Off;
	 	 	 
	CR0	=	the Conversion Rate in effect immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	FMV	=	the average Closing Sale Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Closing Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) for the 10 consecutive Trading Days immediately following the Ex-Dividend Date for such Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Closing Sale Prices of the Common Stock over the Valuation Period.


 


The adjustment to the Conversion Rate under the preceding paragraph
shall be made immediately prior to the open of business on the day after the last Trading Day of the Valuation Period, but will
be given effect as of the open of business on the Ex-Dividend Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is
less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any conversion, references in
this Section 14.04(c) to 10 Trading Days shall be deemed to be replaced, for purposes of calculating the Conversion Rate on affected
Trading Days in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend
Date for the Spin-Off to, and including, the last Trading Day of such Conversion Period. For purposes of determining the Conversion
Rate, in respect of any conversion during the 10 Trading Days immediately following the Ex-Dividend Date for any Spin-Off, references
in the portion of this Section 14.04(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, but excluding, the relevant
Conversion Date. In the event that such dividend or distribution described in this portion of Section 14.04(c) is not so made,
the Conversion Rate shall be readjusted to be the Conversion Rate which would then be in effect if such dividend or distribution
had not been declared.


 



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


 


(d)          If
the Company pays any cash dividend or distribution exclusively in cash to all or substantially all holders of the Common Stock
(other than dividends or distributions made in connection with the liquidation, dissolution or winding-up of the Company), the
Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR0	=	the Conversion Rate in effect immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days immediately preceding, but excluding, such Ex-Dividend Date; and
	 	 	 
	C	=	the amount in cash per share the Company distributes to all or substantially all holders of its Common Stock.


 



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Any increase pursuant to this Section 14.04(d)
shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution.
If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of
Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common
Stock receive the cash without having to convert its Notes, the amount of cash that such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.
No adjustment to the Conversion Rate shall be effected pursuant to this Section 14.04(d) as a result of any distribution of Reference
Property to holders of Common Stock in connection with a transaction described under Section 14.07.


 


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


 





 


where,


 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the Trading Day immediately following the date such tender or exchange offer expires;
	 	 	 
	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Trading Day immediately following the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 	 
	SP1	=	the average Closing Sale Price of the Common Stock for the 10 consecutive Trading Days next succeeding the date such tender or exchange offer expires (the “Averaging Period”);
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after close of business on the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and


 



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	OS0	=	the number of shares of Common Stock outstanding immediately prior to the close of business on the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer).


 


The adjustment to the Conversion Rate under this Section 14.04(e)
shall occur immediately prior to the open of business on the day after the last Trading Day of the Averaging Period, but
will be given effect as of the open of business on the Trading
Day next succeeding the date such tender or exchange offer expires. If the Trading Day next succeeding the date such tender or
exchange offer expires is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any
conversion, references within this Section 14.04(e) to 10 Trading
Days shall be deemed to be replaced, for purposes of calculating the Conversion Rate on affected Trading Days in respect of that
conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires to, and including, the last Trading Day of such Conversion Period. For purposes of determining
the applicable Conversion Rate, in respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding
the date such tender or exchange offer expires, references within this Section 14.04(e) to 10 Trading Days shall be deemed to be
replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires to, but excluding, the Conversion Date for such conversion. If the Company is obligated to
purchase shares of Common Stock pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable
law from effecting all or any portion of such purchases or all such purchases are rescinded, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been
made only in respect of the purchases that had been effected.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


(v)         solely
for a change in the par value, or a change from par value to no par value or from no par value to par value, of the Common Stock;
or


 


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


 



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(j)          All
calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten
thousandth (1/10,000) of a share. The Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment
would require a change of at least 1% in the Conversion Rate. However, the Company shall carry forward any adjustments that are
less than 1% of the Conversion Rate and make such carried-forward adjustment, regardless of whether the aggregate adjustment is
less than 1%, (i) annually on the anniversary of the first date of original issuance of the Notes and otherwise (ii)(1) upon conversion
of any Notes, (2) with respect to any converted Notes, on each of the Trading Days in any relevant Conversion Period and (3) immediately
prior to any Fundamental Change Repurchase Date.


 


(k)          Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a 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 mail such notice of such adjustment of the Conversion Rate
to each Holder at its last address appearing on the Note Register of this Indenture. In addition, if the Company adjusts the Conversion
Rate pursuant to this Section 14.04, the Company shall issue a press release through Business Wire containing the relevant information
and make this information available on the Company’s website or through another public medium as the Company may use at that
time. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.


 


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


 


Section 14.05. Adjustments of Prices. Whenever
any provision of this Indenture requires the Company to calculate the Closing Sale Prices, the Daily VWAPs, the Daily Conversion
Values or the Daily Settlement Amounts over, or based on, a span of multiple days (including a Conversion Period, a Valuation Period,
an Averaging Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board
of Directors shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time during
the period when the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be
calculated.


 


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


 



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


 


(a)          In
the case of:


 


(i)          any
recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination
or a change solely in par value, or a change solely from par value to no par value, or from no par value to par value),


 


(ii)         any
consolidation, merger or combination involving the Company, other than a merger in which the Company is the continuing corporation
and that does not result in any reclassification of, or change (other than a change solely in par value, or change solely from
par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in outstanding shares
of the Common Stock,


 


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


 


(iv)        any
statutory share exchange involving the Company,


 


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


 



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If the Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part
upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for such an
election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an
election (if electing between more than two types of consideration), as the case may be, and (ii) the unit of Reference Property
for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to
one share of Common Stock. If the holders receive only cash in such Merger Event, then for all conversions that occur after the
effective date of such Merger Event (x) the consideration due upon conversion of each $1,000 principal amount of Notes shall be
solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares
pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Merger Event and (y) the Company
shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Business Day immediately following the
Conversion Date.


 


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


 


(b)          In
the event the Company shall execute a supplemental indenture pursuant to subsection (a) of this Section 14.07, 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, and shall promptly mail notice thereof
to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at
its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental indenture.


 


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


 



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


 


(e)          For
the avoidance of doubt, the distribution of Reference Property to holders of the Common Stock in connection with any Merger Event
shall not result in an adjustment to the Conversion Rate pursuant to Section 14.04.


 


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


 


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


 


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


 


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


 



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


 


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


 


(b)          Merger
Event; or


 


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


 


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


 


Section 14.11. Shareholders’ Rights
Plans. (a) To the extent that the Company has a shareholders’ rights plan in effect upon conversion of the Notes, each
share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any,
and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as
may be provided by the terms of any such shareholders’ rights plan, as the same may be amended from time to time. However,
if, prior to any conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the
applicable shareholders’ 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 Common Stock (other than any holder or holders who hold rights that are or have become
null and void pursuant to the terms of the applicable rights plan (in connection with the event triggering such separation) as
a result of such holder being an “acquiring person” (or similar term under the applicable rights plan) or otherwise)
Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption
of such rights.


 



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(b)          Notwithstanding
anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted as a result of:


 


(i)          the
issuance (including by way of a dividend) of shareholders’ rights;


 


(ii)         the
distribution of separate certificates representing shareholders’ rights (except as set forth in Section 14.11(a));


 


(iii)        the
exercise or redemption of shareholders’ rights in accordance with any shareholders’ rights plan (except as set forth
in Section 14.11(a)); or


 


(iv)        the
termination or invalidation of shareholders’ rights.


 


Section 14.12. Limit on Issuance of Shares
of Common Stock Upon Conversion. Notwithstanding anything to the contrary in this Indenture, in the event of an increase in
the Conversion Rate pursuant to the terms of this Indenture that would result in the Notes, in the aggregate, becoming convertible
into shares of Common Stock in excess of limitations imposed by any shareholder approval rules or listing standards of any national
or regional securities exchange that are applicable to the Company, the Company shall, at its option, either obtain stockholder
approval of such issuances or deliver cash in lieu of any shares of Common Stock otherwise deliverable upon conversions in excess
of such limitations based on the Closing Sale Price of the Common Stock on the relevant Conversion Date, in the case of Physical
Settlement, or on the Daily VWAP of the Common Stock on each Trading Day of the relevant Conversion Period in respect of which,
in lieu of delivering shares of Common Stock, the Company delivers cash pursuant to this Section 14.12, in the case of Combination
Settlement.


 


Article
15


Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.


 


Section 15.02. Repurchase at Option
of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder
shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes,
or any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change
Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar days after
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 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.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


(ii)         the
date of the Fundamental Change;


 


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


 


(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


(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.


 



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At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


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


 


(e)          The
Company shall not be required to deliver a Fundamental Change Company Notice pursuant to Section 15.02(c) or to repurchase Notes
pursuant to this Section 15.02 if a Person other than the Company delivers
such Fundamental Change Company Notice and offers to repurchase Notes in the manner, at the times and otherwise in compliance with
the requirements of this Article 15 and thereafter repurchases all Notes validly tendered and not withdrawn by Holders in compliance
with the requirements of this Article 15.


 


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


 


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


 


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


 


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


 


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


 



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


 


(b)          If
by 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the
Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental
Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and not validly withdrawn,
(i) such Notes will cease to be outstanding, (ii) interest, including Additional Interest, if any, 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 Fundamental
Change Repurchase Price).


 


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


 


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


 


(a)          comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may be applicable at
the time of the offer to repurchase the Notes;


 


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


 


(c)          otherwise
comply with all federal and state securities laws in connection with the Company’s repurchase of the Notes;


 



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


 


Article
16


No Redemption


 


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


 


Article
17


Miscellaneous Provisions


 


Section 17.01. Provisions Binding on Company’s
and Subsidiary Guarantor’s Successors. All the covenants, stipulations, promises and agreements of the Company and the
Subsidiary Guarantor 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 or the Subsidiary Guarantor 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 or the Subsidiary Guarantor, respectively.


 


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 or the Subsidiary Guarantor shall be deemed to have been sufficiently given or made, for all purposes
if given or served by overnight courier or by being deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company or the Subsidiary Guarantor with the Trustee) to DealerTrack
Holdings, Inc., 1111 Marcus Ave., Suite M04, Lake Success, NY 11042, Attention: General Counsel. Any notice, direction, request
or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given
or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate
Trust Office.


 


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.


 



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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.


 


Notwithstanding any other provision of this
Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of repurchase) to
a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee)
pursuant to the standing instructions from DTC or its designee, including by electronic mail in accordance with DTC operational
arrangements or other applicable DTC requirements.


 


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


 


The Company and the Subsidiary Guarantor each
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 Securities may be brought in the courts of the State of New York or the courts of the United States
located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have
been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally
and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.


 


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


 


Section 17.05. Evidence of Compliance with
Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, upon request by the Trustee, the Company shall furnish
to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this
Indenture.


 



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


 


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


 


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


 


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


 


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


 


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


 



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Section 17.10. Authenticating Agent.
The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the
authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents
and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate
and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall
be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed
on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the
Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee
hereunder pursuant to Section 7.09.


 


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


 


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


 


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


 


The provisions of Section 7.02, Section 7.03,
Section 7.05, Section 8.03 and this Section 17.10 shall be applicable to any authenticating agent.


 


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


 


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


 



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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.


 


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


 


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


 


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


 


Section 17.15. 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 Closing Sale Prices of the Common Stock, accrued interest payable on the Notes and the Conversion Rate and
the Conversion Price of the Notes. The Company or its agents shall make all these calculations in good faith and, absent manifest
error, such calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations
to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively
upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s
calculations to any Holder of Notes upon the request of that Holder.


 


Section 17.16. Conflict with Trust Indenture
Act. If and to the extent that any provision hereof limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 



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Section 17.17. USA Patriot Act. The Company
and the Subsidiary Guarantor acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
to satisfy the requirements of the U.S.A. PATRIOT Act.


 


[Remainder of page intentionally
left blank]


 



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


 


	 	DEALERTRACK HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	DEALERTRACK, INC., as Subsidiary Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


[THE SECURITY EVIDENCED
BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF
OR A BENEFICIAL INTEREST HEREIN, THE HOLDER:


 


		(1)	REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT OF 1933;



 


		(2)	AGREES THAT IT WILL NOT PRIOR TO THE DATE ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF
THE 1.50% SENIOR CONVERTIBLE NOTES DUE 2017 OF DEALERTRACK HOLDINGS, INC. (THE “COMPANY”), OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 OR ANY SUCCESSOR PROVISION THEREUNDER, RESELL OR OTHERWISE TRANSFER
THE SECURITY EVIDENCED HEREBY OR ANY COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OF 1933 AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (D) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT OF 1933, IF AVAILABLE, SUBJECT
(IN THE CASE OF CLAUSE (D)) TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE TRUSTEE; AND



 



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		(3)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED
PURSUANT TO CLAUSE 2(B) OR CLAUSE 2(D) (EXCEPT A TRANSFER PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933) ABOVE A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]



 



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DealerTrack Holdings, Inc.



1.50% Senior Convertible Note due 2017


 





 


	No. [_____]	[Initially]1 $[________]


  


CUSIP No. 242309 AA0


 





DealerTrack Holdings, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE &
CO.]2 [________]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of$[________]]5, which amount, taken together with
the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $200,000,000 in aggregate
at any time, in accordance with the rules and procedures of the Depositary, on March 15, 2017, and interest thereon as set forth
below.







  


This Note shall bear interest at the rate of
1.50% per year from March 5, 2012, 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 March 15, 2017. Interest is payable semi-annually in arrears on each March 15 and
September 15 commencing on September 15, 2012, to Holders of record at the close of business on the preceding March 1 and September
1 (whether or not such day is a Business Day), respectively. Accrued interest shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month. Additional Interest
will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference
to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional
Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express
mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest
in those provisions thereof where such express mention is not made.


 


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





 





 



1 Include if a global note.


2 Include if a global note.


3 Include if a physical note.


4 Include if a global note.


5 Include if a physical note.


 



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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 Depositary or its nominee, as the case
may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall
pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that
purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its
agency in the Borough of Manhattan, The City of New York, as a place where Notes may be presented for payment or for registration
of transfer.


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left blank]


 



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


 


	 	DEALERTRACK HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 


	Dated:
	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee, certifies that this is one of the Notes described
	in the within-named Indenture.


 


	By:	 	 
	 	Authorized Signatory	 










 



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[FORM OF REVERSE OF NOTE]


 


DealerTrack Holdings, Inc.

1.50% Senior Convertible Note due 2017


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 1.50% Senior Convertible Notes due 2017 (the “Notes”), limited to
the aggregate principal amount of $200,000,000 all issued or to be issued under and pursuant to an Indenture dated as of March
5, 2012 (the “Indenture”), among the Company, DealerTrack, Inc. (the “Subsidiary Guarantor”)
and Wells Fargo Bank, National Association (the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company, the Subsidiary Guarantor and the Holders of the Notes. Additional Notes may be issued in an unlimited
aggregate principal amount, subject to certain conditions specified in the Indenture. This Note is guaranteed by the Subsidiary
Guarantor as set forth in the Indenture.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


The Trustee and each Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years
after a right to such money has matured. After payment to the Company, Holders entitled to money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates another person.


 


When a Successor Company assumes all the obligations
of its predecessor under the Notes and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor
corporation (except in certain circumstances specified in the Indenture) shall be released from those obligations.


 


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


 



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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.


 



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SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES



DealerTrack Holdings, Inc.

1.50% Senior Convertible Notes due 2017


 


The initial principal amount of this Global
Note is TWO HUNDRED MILLION DOLLARS ($200,000,000). The following increases or decreases in this Global Note have been made:


 





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







 








 



6 Include if a global note.







 



    	A-9



    	 



    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: [_________]


 


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


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Signature(s)	 


 


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


 



    	1



    	 



    

 


	Fill in for registration of shares if	 
	to be issued, and Notes if to	 
	be delivered, other than to and in the	 
	name of the registered holder:	 
	 	 
	 	 
	(Name)	 
	 	 
	 	 
	(Street Address)	 
	 	 
	(City, State and Zip Code)	 
	 	 
	Please print name and address	 


 


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


 



    	2



    	 



    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: [_________]


 


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


 


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


 


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


 



    	1



    	 



    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈To DealerTrack
Holdings, Inc. or a subsidiary thereof; or


 


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


 


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


 


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


 



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	Dated:	 	 
	 	 
	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 
	 
	Signature(s) must be guaranteed by an
	eligible Guarantor Institution (banks, stock
	brokers, savings and loan associations and
	credit unions) with membership in an approved
	signature guarantee medallion program pursuant
	to Securities and Exchange Commission
	Rule 17Ad-15 if Notes are to be delivered, other
	than to and in the name of the registered holder.
	 
	NOTICE:  The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


 



    	2