Exhibit 4.1


 


Execution Copy


 


CANTEL MEDICAL CORP.


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of May 15, 2020


 


3.25% Convertible Senior Notes due 2025


 






    


     


    

 


TABLE OF
CONTENTS


 


		 		Page



 




	Article 1

Definitions	 



 


	Section 1.01.  	 	Definitions	1
	Section 1.02.   	 	References to Interest	12
	 	 	 	 
	Article 2 

Issue, Description, Execution, Registration and Exchange of Notes
	 
	Section 2.01.  	 	Designation and Amount	13
	Section 2.02. 	 	Form of Notes	13
	Section 2.03. 	 	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.04.   	 	Execution, Authentication and Delivery of Notes	15
	Section 2.05. 	 	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06.  	 	Mutilated, Destroyed, Lost or Stolen Notes	22
	Section 2.07.  	 	Temporary Notes	23
	Section 2.08. 	 	Cancellation of Notes Paid, Converted, Etc.	23
	Section 2.09. 	 	CUSIP Numbers	23
	Section 2.10.	 	Additional Notes; Repurchases	24
	 	 	 	 
	Article 3 

Satisfaction and Discharge
	 
	Section 3.01.  	 	Satisfaction and Discharge	24
	 	 	 	 
	Article 4

 Particular Covenants of the Company
	 
	Section 4.01. 	 	Payment of Principal and Interest	25
	Section 4.02.   	 	Maintenance of Office or Agency	25
	Section 4.03.   	 	Appointments to Fill Vacancies in Trustee’s Office	25
	Section 4.04.  	 	Provisions as to Paying Agent	25
	Section 4.05.   	 	Existence	27
	Section 4.06.  	 	Rule 144A Information Requirement and Annual Reports	27
	Section 4.07. 	 	Stay, Extension and Usury Laws	29
	Section 4.08.  	 	Compliance Certificate; Statements as to Defaults	29
	Section 4.09.  	 	Further Instruments and Acts	29
	 	 	 	 
	Article 5. 

 Lists of Holders and Reports by the Company and the Trustee
	 
	Section 5.01.  	 	 Lists of Holders	29



 






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	Section 5.02.  	 	Preservation and Disclosure of Lists	30
	Article 6 

Defaults and Remedies
	 
	Section 6.01.  	 	Events of Default	30
	Section 6.02. 	 	Acceleration; Rescission and Annulment	31
	Section 6.03.  	 	Additional Interest	32
	Section 6.04. 	 	Payments of Notes on Default; Suit Therefor	33
	Section 6.05. 	 	Application of Monies Collected by Trustee	34
	Section 6.06. 	 	Proceedings by Holders	35
	Section 6.07.  	 	Proceedings by Trustee	36
	Section 6.08.  	 	Remedies Cumulative and Continuing	36
	Section 6.09.  	 	Direction of Proceedings and Waiver of Defaults by Majority of Holders	37
	Section 6.10. 	 	Notice of Defaults	37
	Section 6.11. 	 	Undertaking to Pay Costs	37
	Article 7 

Concerning the Trustee
	 
	Section 7.01.  	 	Duties and Responsibilities of Trustee	38
	Section 7.02.  	 	Reliance on Documents, Opinions, Etc.	39
	Section 7.03.  	 	No Responsibility for Recitals, Etc.	40
	Section 7.04.  	 	Trustee, Paying Agents, Conversion Agent, Bid Solicitation Agent or Note Registrar May Own Notes	41
	Section 7.05. 	 	Monies and Shares of Common Stock to Be Held in Trust	41
	Section 7.06.	 	Compensation and Expenses of Trustee	41
	Section 7.07. 	 	Officer’s Certificate as Evidence	42
	Section 7.08.  	 	Eligibility of Trustee	42
	Section 7.09.  	 	Resignation or Removal of Trustee	42
	Section 7.10.  	 	Acceptance by Successor Trustee	43
	Section 7.11. 	 	Succession by Merger, Etc.	44
	Article 8 

Concerning the Holders
	 
	Section 8.01.	 	Action by Holders	44
	Section 8.02. 	 	Proof of Execution by Holders	45
	Section 8.03. 	 	Who Are Deemed Absolute Owners	45
	Section 8.04. 	 	Company-Owned Notes Disregarded	45
	Section 8.05. 	 	Revocation of Consents; Future Holders Bound	46
	 	 	 	 



 






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	Article 9

 Intentionally Omitted
	 
	Article 10 

Supplemental Indentures
	 
	Section 10.01.	 	Supplemental Indentures Without Consent of Holders	46
	Section 10.02.	 	Supplemental Indentures with Consent of Holders	47
	Section 10.03.	 	Effect of Supplemental Indentures	48
	Section 10.04. 	 	Notation on Notes	48
	Section 10.05.	 	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	49
	 	 	 	 
	Article 11 

Consolidation, Merger, Sale, Lease and Transfer
	 
	Section 11.01.   	 	Company May Consolidate, Etc. on Certain Terms	49
	Section 11.02.   	 	Successor Entity to Be Substituted	50
	Section 11.03.   	 	Opinion of Counsel to Be Given to Trustee	50
	 	 	 	 
	Article 12 

Immunity of Incorporators, Stockholders, Officers and Directors
	 
	Section 12.01.   	 	Indenture and Notes Solely Corporate Obligations	51
	 	 	 	 
	Article 13

 Intentionally Omitted
	 
	Article 14 

Conversion of Notes
	 
	Section 14.01.   	 	Conversion Privilege	51
	Section 14.02.   	 	Conversion Procedure; Settlement Upon Conversion	54
	Section 14.03.   	 	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	58
	Section 14.04.  	 	Adjustment of Conversion Rate	61
	Section 14.05.  	 	Adjustments of Prices	70
	Section 14.06.  	 	Shares to Be Fully Paid	70
	Section 14.07.  	 	Effect of Recapitalizations, Reclassifications and Changes of Common Stock	70
	Section 14.08.  	 	Certain Covenants	72
	Section 14.09.   	 	Responsibility of Trustee and the Conversion Agent	73
	Section 14.10.   	 	Notice to Holders Prior to Certain Actions	73
	Section 14.11.   	 	Stockholder Rights Plans	74
	Section 14.12.  	 	Exchange In Lieu Of Conversion	74
	 	 	 	 



 






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	Article 15 

Repurchase of Notes at Option of Holders
	 
	Section 15.01.   	 	Intentionally Omitted	75
	Section 15.02. 	 	Repurchase at Option of Holders Upon a Fundamental Change	75
	Section 15.03.  	 	Withdrawal of Fundamental Change Repurchase Notice	77
	Section 15.04.  	 	Deposit of Fundamental Change Repurchase Price	78
	Section 15.05.  	 	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	79
	 	 	 	 
	Article 16

 Optional Redemption
	 
	Section 16.01.  	 	Optional Redemption	79
	Section 16.02.  	 	Notice of Optional Redemption; Selection of Notes	80
	Section 16.03.  	 	Payment of Notes Called for Redemption	81
	Section 16.04.  	 	Restrictions on Redemption	82
	 	 	 	 
	Article 17

 Miscellaneous Provisions
	 
	Section 17.01.	 	Provisions Binding on Company’s Successors	82
	Section 17.02.   	 	Official Acts by Successor Corporation	82
	Section 17.03.	 	Addresses for Notices, Etc.	82
	Section 17.04.  	 	Governing Law; Jurisdiction	83
	Section 17.05.  	 	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	83
	Section 17.06.  	 	Legal Holidays	84
	Section 17.07.  	 	No Security Interest Created	84
	Section 17.08.   	 	Benefits of Indenture	84
	Section 17.09.   	 	Table of Contents, Headings, Etc.	84
	Section 17.10.   	 	Authenticating Agent	84
	Section 17.11.   	 	Execution in Counterparts	85
	Section 17.12.   	 	Severability	85
	Section 17.13.   	 	Waiver of Jury Trial	85
	Section 17.14.   	 	Force Majeure	86
	Section 17.15.  	 	Calculations	86
	Section 17.16. 	 	U.S.A. Patriot Act	86
	Section 17.17.   	 	Rules by Trustee and Agents	86
	Section 17.18.   	 	Withholding Taxes	86


 


	Exhibit A	 	Form of Note	A-1
	Exhibit B	 	Form of Free Transferability Certificate	B-1




 






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INDENTURE dated as of May 15, 2020 between
Cantel Medical Corp., a Delaware corporation, as issuer (the “Company,” 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).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 3.25% Convertible Senior Notes due 2025 (the “Notes”), initially
in an aggregate principal amount not to exceed $140,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;


 


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, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement
according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes
have in all respects been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article 1

Definitions


 


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


 


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


 


“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
each Monday, Tuesday, Wednesday, Thursday and Friday that is not (i) a day on which the banking institutions in The City of
New York are authorized or obligated by law or executive order to close or be closed or (ii) a day on which the Corporate
Trust Office is authorized or obligated by law or executive order to close or be closed.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Common Stock” means
the common stock of the Company, par value $0.10 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 an Officer of the Company 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).


 


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


 


“Conversion Price” means
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 office of the Trustee at which at any particular time its corporate trust business with respect to this Indenture shall
be administered, which office at the date hereof is located at 150 East 42nd Street, 40th Floor, New York,
NY 10017, and for services of the Trustee in its capacity as Paying Agent or Conversion Agent, as the case may be, such office
shall also mean the agency or office of the Trustee located at Corporate Trust Operations, MAC-N9300-070, 600 South Fourth Street,
Seventh Floor, Minneapolis, MN 55479, 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 Observation Period, 2.5% 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 of the 40 consecutive Trading Days during the Observation Period, shall consist of:


 






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


 


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


 


“Daily VWAP” means, for
each of the 40 consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed
under the heading “Bloomberg VWAP” on the Bloomberg page “CMD <equity> AQR” (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of
one share of the Common Stock on such Trading Day as determined by the Board of Directors in a commercially reasonable manner using
a volume-weighted average method). 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 Redemption Price, 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.


 


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


 


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


 


“effective date” means,
for purposes of Section 14.04 and Section 14.05, the first date on which the shares of the Common Stock trade on the
applicable exchange or in the applicable market, regular way, reflecting the relevant transaction.


 


“Effective Date” shall
have the meaning specified in Section 14.03(c).


 


“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.


 






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


 


“Expiration Date” shall
have the meaning specified in Section 14.04(e).


 


“Expiration Time” shall
have the meaning specified in Section 14.04(e).


 


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


 


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


 


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


 


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


 


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


 


(a)              
any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than
the Company, its Subsidiaries or its or their employee benefit plans, has become the direct or indirect ultimate “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50%
of the voting power of the Company’s Common Equity (other than a transaction described in clause (b) below);


 


(b)              
consummation of any share exchange, exchange offer, tender offer, consolidation or merger of the Company pursuant to which
all or substantially all of the Common Stock is converted into cash, securities or other property or any sale, lease or other transfer
in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and
its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however,
that any such transaction that is a share exchange, exchange offer, tender offer, consolidation or merger where the holders of
more than 50% of the shares of Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of
all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such
transaction shall not be a Fundamental Change pursuant to this clause (b);


 


(c)              
the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company (other than
a transaction described in clause (b) above); or


 






    -5- 


     


    

 


(d)              
the Common Stock (or other common stock, American depositary receipts, ordinary shares or other Common Equity interest underlying
the Notes) ceases to be quoted or listed for trading 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, in the case of a transaction
or event described in clause (a) or (b) above, if at least 90% of the consideration received or to be received by the
holders of Common Stock in respect of the shares of Common Stock, excluding cash payments for fractional shares and cash payments
made pursuant to statutory appraisal rights, in connection with the transaction or event constituting the Fundamental Change consists
of shares of common stock, American depositary receipts, ordinary shares or other Common Equity interests that are quoted or listed
for trading 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 that will be so quoted or listed when issued or exchanged in connection with such transaction or event,
and as a result of such transaction or event, the Notes become convertible or exchangeable into such consideration, excluding cash
payments for fractional shares and cash payments made pursuant to statutory appraisal rights (subject to the provisions of Section 14.02(a)),
such transaction or event shall not be a Fundamental Change. If any transaction in which the Common Stock is replaced by the securities
of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction
that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d)
of the immediately preceding sentence, following the effectiveness of such transaction) references to the Company in this definition
shall instead be references to such other entity.


 


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


 


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


 


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


 


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


 


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


 


“Holder,” as applied
to any Note, or other similar terms (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.


 


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


 


“Initial Purchasers”
means BofA Securities, Inc. and J.P. Morgan Securities LLC.


 






    -6-


     


    

 


“Interest Payment Date”
means each May 15 and November 15 of each year, beginning on November 15, 2020.


 


“Last Reported Sale Price”
of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common
Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant
date, the “Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the
over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock
is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask
prices per share for the Common Stock on the relevant date received from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


 


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


 


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


 


“Market Disruption Event”
means (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
May 15, 2025.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -7- 


     


    

 


“Observation Period”
with respect to any Note surrendered for conversion means:


 


(i)                
subject to clause (ii), if the relevant Conversion Date occurs prior to February 15, 2025, the 40 consecutive Trading
Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;


 


(ii)             
if the relevant Conversion Date occurs during a Redemption Period, the 40 consecutive Trading Days beginning on, and including,
the 41st Scheduled Trading Day immediately preceding such Redemption Date; and


 


(iii)           
 subject to clause (ii), if the relevant Conversion Date occurs on or after February 15, 2025, the 40 consecutive Trading
Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum”
means the preliminary offering memorandum dated May 12, 2020, as supplemented by the related pricing term sheet dated May 12, 2020,
relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the Chairman of the Board of Directors, President, the Chief Executive Officer, the Treasurer, the Secretary,
any Executive or Senior Vice President, Managing Director or any Vice President (whether or not designated by a number or numbers
or word added before or after the title “Vice President”).


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by an Officer of
the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required
by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the
principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel acceptable
to the Trustee, that is delivered to the Trustee. Each such opinion shall include, without limitation, the statements provided
for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.


 


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


 


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


 


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


 






    -8- 


     


    

 


(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 canceled pursuant to Section 2.08;


 


(e)              
Notes redeemed pursuant to ‎Article 16; and


 


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


 


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


 


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


 


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


 


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


 


“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.


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of May 12, 2020, among the Company and the Initial Purchasers.


 


“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 other applicable security)
is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders
of Common Stock (or other applicable security) entitled to receive such cash, securities or other property (whether such date is
fixed by the Board of Directors, by statute, by contract or otherwise).


 


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


 


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


 






    -9- 


     


    

 


“Redemption Period” shall
have the meaning specified in Section 14.01(b)(v).


 


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


 


“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 May 1 or November 1 (whether or not such day is a Business Day) immediately
preceding the applicable May 15 or November 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,
or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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).


 






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“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02(w)
of Regulation S-X promulgated by the Commission; provided that, in the case of a Subsidiary of the Company that meets the
criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such Subsidiary shall not be deemed
to be a Significant Subsidiary unless the Subsidiary’s income (or loss) from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any non-controlling interests
for the last completed fiscal year prior to the date of such determination exceeds $10,000,000. The term “Significant Subsidiary”
shall be deemed to include any group of Subsidiaries of the Company that, in the aggregate, would constitute a “Significant
Subsidiary” as defined in the preceding sentence.


 


“Specified Dollar Amount”
means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified (or deemed to be
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.


 


“Surviving Entity” shall
have the meaning specified in Section 11.01(a).


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Wholly Owned Subsidiary”
means, with respect to any Person, any corporation, association, partnership or other business entity all of the Capital Stock
of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law)
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 Wholly Owned Subsidiaries of such Person; or (iii) one or more Wholly Owned Subsidiaries of such Person.


 


Section 1.02.        
References to Interest. Unless the context otherwise requires, all references 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.


 






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Article
2
 Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.        
Designation and Amount. The Notes shall be designated as the “3.25% Convertible Senior Notes due 2025.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $140,000,000
(as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers
pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), 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 11.02, Section 14.02 and Section 15.04.


 


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


 


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


 


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


 


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


 






    -13- 


     


    

 


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 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 the number of days actually elapsed in a 30-day month.


 


(b)          The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of
the Company maintained by the Company for such purposes in a State of the United States of America or the District of Columbia,
which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer
of immediately available funds to the account of the Depositary or its nominee. The Company shall pay interest (i) on any
Physical Notes to Holders holding Physical Notes by wire transfer in immediately available funds to that Holder’s account
within the United States upon written application by such Holder to the Note Registrar not later than the relevant Regular Record
Date, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or, in
the absence of such application, by check mailed to each Holder 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 (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the
Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class postage prepaid,
to each Holder 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).


 






    -14- 


     


    

 


(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.


 


Section 2.04.        
Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary
or any of its Executive or Senior Vice Presidents.


 


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. For the avoidance of doubt,
the Company will not be required to deliver an Opinion of Counsel to the Trustee in connection with the authentication of the Notes
on the original issue date of the Notes.


 


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 office of the Note Registrar and the Note Registrar agrees to keep 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 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, upon Company Order, 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 or any co-Note Registrar for any exchange or registration of transfer of Notes, but the
Company or the Trustee may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax required by law or permitted pursuant to Section 14.02(d) or Section 14.02(e).


 


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


 






    -16- 


     


    

 


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, without
interest coupons (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, if any, 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 the later of (1) the date that is one year after the last date of original issuance of
the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later
date, if any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange
therefor or substitution thereof, other than 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 (the “Restrictive Legend”) in substantially
the following form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption
from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed
by the Company in writing, with notice thereof to the Trustee):


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Upon notice of the Resale Restriction Termination
Date, the legend set forth above shall be deemed removed from the Note, with no further action required by the Company, the Trustee,
or, if applicable, the Depositary; provided, however, that, if the mandatory exchange process of the Depositary is
available therefor, the Company will use reasonable efforts to effect an exchange of every beneficial interest in each Restricted
Security for beneficial interests in Global Notes that are not subject to the restrictions set forth in the Restrictive Legend
or this Section 2.05(c) pursuant to such process on or prior to the 365th day after the last date of original issuance of
the Notes. Notwithstanding anything herein to the contrary, if for any reason the Depositary treats the Notes and beneficial interests
therein as subject to the Restrictive Legend, then for purposes of Section 4.06(e), the Restrictive Legend on the Notes shall
not be deemed to be removed.


 


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, all Global Notes shall be registered in the name of Cede & Co., as the nominee of the Depositary,
and deposited with the Trustee as custodian for the Depositary.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(e)           Any
Note or Common Stock issued upon the conversion or exchange of a Note that is purchased or owned by any Affiliate of the Company
(or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold
by such Affiliate (or such Person, as the case may be) 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.


 


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 receipt of a Company Order 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 cost,
expense or liability 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. Upon the issuance of any substitute Note, the Company or
the Trustee may require the payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in relation thereto and any other expenses connected therewith. 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 cost, expense or liability 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, 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 or repurchase of
negotiable instruments or other securities without their surrender.


 






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Section 2.07.        
Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon receipt of a Company Order, authenticate and deliver temporary Notes (printed or lithographed).
Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with
such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company.
Every such temporary Note shall be executed by the Company and authenticated by the 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, upon Company Order,
shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such
exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes
shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes
authenticated and delivered hereunder.


 


Section 2.08.        
Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of
payment, repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the
Trustee that the Company controls, to be surrendered to the Trustee for cancellation, and, upon being so surrendered for cancellation,
such Notes shall no longer be deemed outstanding for purposes of this Indenture. All Notes delivered to the Trustee shall be canceled
promptly by the Trustee in accordance with the terms of this Indenture, and no Notes shall be authenticated in exchange thereof
except as expressly permitted by any of the provisions of this Indenture. The Trustee shall cancel such Notes in accordance with
its customary procedures and, after such cancellation, shall deliver a certificate of such cancellation to the Company, at the
Company’s written request in a Company Order. If the Company or any of its Subsidiaries shall acquire any of the Notes (or
any portion thereof), such acquisition shall not operate as a redemption, repurchase or satisfaction of the indebtedness represented
by such Notes unless and until the same are delivered to the Trustee for cancellation.


 


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.


 






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Section 2.10.        
Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01,
reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other
than differences in the issue date, the issue price, the first Interest Payment Date and interest accrued prior to the issue date
of such additional Notes) in an unlimited aggregate principal amount. Additional Notes will be part of the same class as the Notes
initially issued hereunder for all purposes; provided that if any such additional Notes are not fungible with the Notes
initially issued hereunder for U.S. federal securities laws or income tax purposes, such additional Notes will have one or more
separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company
Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover
such matters, in addition to the due authorization, execution, delivery, validity and enforceability of such additional Notes
and 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
in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange
offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives (in each case, without
prior notice to Holders). The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled
swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and such Notes
shall no longer be considered outstanding under this Indenture upon their repurchase.


 


Article 3

Satisfaction and Discharge


 


Section 3.01.        
Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute 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 mutilated, destroyed, lost or stolen and which have been replaced or paid or converted as provided
in Section 2.06 and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d))
have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders,
as applicable, (x) after the Notes have become due and payable, whether at the Maturity Date, any Redemption Date, any Fundamental
Change Repurchase Date or otherwise, cash or (y) cash, shares of Common Stock or a combination thereof, as applicable, solely
to satisfy the Company’s Conversion Obligation, in each case sufficient to pay all of the outstanding Notes (other than
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)) and all other sums due and payable under
this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.06 shall survive.


 






    		-24-	 



     


    

 


Article 4

Particular Covenants of the Company


 


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


 


Section 4.02.        
Maintenance of Office or Agency. The Company will maintain in a State of the United States of America or the
District of Columbia, 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, however such office of the Trustee shall not accept service of process on behalf of the Company.


 


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 any State of the United States of America or the
District of Columbia 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 may change the Paying Agent
or Note Registrar without prior notice to the Holders of the Notes, and the Company may act as Paying Agent or Note Registrar.
The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar and Conversion Agent and the Corporate
Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes.


 


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


 


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


 






    		-25-	 



     


    

 


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


 


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


 


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


 


(c)              
Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining
a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums
or amounts held 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) of,
and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) or interest has become due and payable shall be paid to the Company
on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from
such trust; and the 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.


 






    		-26-	 



     


    

 


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 existence.


 


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


 


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


 


(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 any such report or document shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall
have no liability or responsibility for the filing, timeliness or content of such reports.


 






    		-27-	 



     


    

 


(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, and including, 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 pursuant to Rule 144 by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company
shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding
for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not
otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s
Affiliates at any time during the three months immediately preceding). As 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 has not been removed, the Notes are assigned a restricted CUSIP
or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders
that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant
to U.S. securities laws or the terms of this Indenture or the Notes) as of the 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 the Notes outstanding until the Restrictive Legend on the Notes has been removed in accordance with Section 2.05(c), the
Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) (without
restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).


 


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


 


(g)              
The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be separate
and distinct from, and, subject to the immediately succeeding sentence, in addition to any Additional Interest that may accrue
at the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may be payable
pursuant to Section 4.06(d) or Section 4.06(e), together with any Additional Interest payable at the Company’s
election pursuant to Section 6.03, accrue on any date at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless
of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 


(h)              
If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall
deliver to the Trustee an Officer’s Certificate to that effect on or prior to the Interest Payment Date when such Additional
Interest is first payable 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 Officer’s Certificate
setting forth the particulars of such payment.


 






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


 


Section 4.08.        
Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year ending on July 31, 2020) an Officer’s Certificate
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 that is continuing, an Officer’s Certificate setting forth the details of such Event of Default or
Default, its status and the action that the Company proposes to take with respect thereto.


 


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


 


Article 5.

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01.        
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semiannually, at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request
in writing, within 10 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except
that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 






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


 


Article 6

Defaults and Remedies


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)               
failure by the Company for 60 calendar days after written notice from the Trustee or the Holders of at least 25% in principal
amount of the Notes then outstanding (a copy of which notice, if given by Holders, is also given to the Trustee) has been received
by the Company to comply with any of its other agreements contained in the Notes or this Indenture;


 


(g)              
default by the Company or any of its Significant Subsidiaries in the payment of the principal of, or interest on, any mortgage,
agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any debt for
money borrowed in excess of $35,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any of its
Significant Subsidiaries, whether such debt now exists or shall hereafter be created, resulting in such debt becoming or being
declared due and payable, and such acceleration shall not have been rescinded or annulled or such failure to pay shall not have
been cured, as the case may be, within 30 calendar days after written notice to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Notes then outstanding;


 






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(h)              
a final judgment for the payment of $35,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance or indemnity) rendered against the Company or any of its Significant Subsidiaries, which judgment is not discharged
or stayed within 30 calendar days after (i) the date on which the right to appeal thereof has expired if no such appeal has
commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


(i)                
the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or any such Significant Subsidiary or any substantial part of its property in each case under any
such law, 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


 


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


 


Section 6.02.        
Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j)
with respect to the Company (and not solely with respect to any of its Significant Subsidiaries)), 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, if any, on, all the
Notes to be due and payable immediately, and upon any such declaration, the same shall become and shall automatically be immediately
due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default
specified in Section 6.01(i) or Section 6.01(j) with respect to the Company (and not solely with respect to any of its
Significant Subsidiaries) 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, and on such principal at the rate borne by the Notes at such time) and amounts due
to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of
the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such declaration of 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 an Event of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default, consist exclusively
of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes
outstanding for each day during the first 180 days after the occurrence of such Event of Default and at a rate equal to 0.50%
per annum of the principal amount of the Notes outstanding from the 181st day through the 360th day following the occurrence of
such an Event of Default during which such Event of Default is continuing beginning on, and including, the date on which such
an Event of Default first occurs. 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), subject to the immediately
succeeding paragraph. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates
as regular interest on the Notes. On the 361st day after such Event of Default (if the Event of Default relating to the Company’s
failure to file is not cured or waived prior to such 361st day), the Notes will be subject to acceleration as provided in Section 6.02.
The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of
Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event
the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03,
or the Company elects to make such payment but does not pay the Additional Interest when due, the Notes shall immediately be subject
to acceleration as provided in Section 6.02.


 


In no event shall Additional Interest payable
at the Company’s election as the remedy for an Event of Default relating to the Company’s failure to comply with its
obligations under Section 4.06(b) as set forth in this Section 6.03, together with any Additional Interest that may accrue
pursuant to Section 4.06(d) or Section 4.06(e), accrue at a rate on any date in excess of 0.50% per annum pursuant to
this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 






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In order to elect to pay Additional Interest
as the sole remedy during the first 360 days after the occurrence of any Event of Default, as described in the second immediately
preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in writing of such election
prior to the beginning of such 360-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject
to acceleration as provided in Section 6.02.


 


Section 6.04.        
Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of
Section 6.01 shall have occurred, 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 7.06. If the Company shall fail to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Notes and collect the monies adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.


 


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


 






    		-33-	 



     


    

 


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 Holders, and the Trustee shall, subject
to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Holders, and the Trustee shall continue as though no such proceeding had been instituted.


 


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


 


First, to the payment of all amounts due
the Trustee (acting in any capacity hereunder) hereunder;


 






    		-34-	 



     


    

 


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


 


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


 


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


 


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


 


(d)              
the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected
or refused to pursue such remedy; 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,


 






    		-35-	 



     


    

 


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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not such actions or forbearances are unduly prejudicial to such Holders). 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, each Holder shall have the right to receive payment or delivery, as the case may be, of
(x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued
and unpaid interest, 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.


 


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


 


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


 






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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 of exercising any trust
or power conferred on the Trustee with respect to Notes; provided, however, that (a) such direction shall not
be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is
unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. 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 Redemption Price
and 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 pay or deliver, as the case may be, the consideration due upon conversion of the Notes or
(iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without
the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the
Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have
been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.


 


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, send to all Holders as the names and addresses of such Holders appear upon the Note
Register, notice of such Default, unless a Responsible Officer has actual knowledge that such Default has 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the
Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee may withhold 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 Redemption
Price and the Fundamental Change Repurchase Price) on or after the due date expressed or provided for in such Note or to any suit
for the enforcement of the right to convert any Note in accordance with the provisions of Article 14.


 






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Article 7

Concerning the Trustee


 


Section 7.01.       
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default 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; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise
any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered
to the Trustee indemnity or security satisfactory to it against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction.


 


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


 


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


 


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


 


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


 


(b)          
the Trustee shall not be liable for any action, omission or error of judgment taken or made in good faith by a Responsible
Officer or Officers of the Trustee, unless it shall be proved that the Trustee was 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;


 






    	 	-38-	 



     


    

 


(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 7.01;


 


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


 


(h)          
in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation
Agent, transfer agent or other 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, transfer agent
or other agent hereunder.


 


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


 


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


 


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


 


(b)          
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s
Certificate (unless other evidence in respect thereof be herein specifically prescribed);


 






    	 	-39-	 



     


    

 


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


 


(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, consent, order, bond, Note, coupon 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 or liable for any acts or omissions on the part
of any agent, custodian, nominee or attorney appointed by it with due care hereunder;


 


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


 


(g)          
in no event shall the Trustee be liable for any consequential, indirect, punitive or special 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;


 


(h)          
the Trustee shall not be charged with knowledge of any event, including any Default or Event of Default, with respect to
the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such event, Default or Event of Default
or (2) written notice of such event, Default or Event of Default shall have been given to the Trustee at its Corporate Trust
Office by the Company or by any Holder of the Notes;


 


(i)           
the Trustee shall have no obligation to pursue any action that is not in accordance with applicable law;


 


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


 


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


 


Section 7.03.       
No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes
authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.


 






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Section 7.04.       
Trustee, Paying Agents, Conversion Agent, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee,
any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar,
in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were
not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.


 


Section 7.05.       
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 in writing from time to time by the Company and the Trustee.


 


Section 7.06.       
Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee (acting in any
capacity hereunder) from time to time, and the Trustee shall be entitled to, such 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 reasonable and documented expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct as finally
adjudicated by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this
Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent
for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence or willful
misconduct as finally adjudicated by a court of competent jurisdiction 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 trust or in any other capacity hereunder, including the costs and expenses of defending themselves against
any claim of liability (whether asserted by the Company, a Holder or any other Person) in the premises and including reasonable
attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the
Trustee’s right to compensation, reimbursement or indemnification. The obligations of the Company under this Section 7.06
to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured
by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except,
subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The
Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other
liability or indebtedness of the Company (even though the Notes may be so subordinated). The obligation of the Company under this
Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the
Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 






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


 


Section 7.07.       
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate
delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or willful misconduct as finally
adjudicated by a court of competent jurisdiction 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 7.08.       
Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then for the purposes of this Section 7.08, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article 7.


 


Section 7.09.       
Resignation or Removal of Trustee. (a)  The Trustee may at any time resign by giving 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, at the expense of the Company,
upon 10 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 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.


 






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


 


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


 


(ii)          
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in either case, the Company may by a Board Resolution
remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee. 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 10 days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee
so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may, at the expense
of the Company, petition any court of competent jurisdiction for an appointment of a successor trustee.


 


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


 


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


 






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


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the
expense of the Company shall 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 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


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


 


In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee 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.


 


Article 8

Concerning the Holders


 


Section 8.01.       
Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the
aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders
of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with such rules as may be established in accordance
with Section 17.17, or (c) by a combination of such instrument or instruments and any such record of such a meeting
of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or
the Trustee may fix, but shall not be required to, in advance of such solicitation, a date as the record date for determining
Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date
of commencement of solicitation of such action.


 






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Section 8.02.       
Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and such rules
as may be established in accordance with Section 17.17, 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 by the Trustee in accordance
with Section 17.17.


 


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.


 


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
or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company
shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action
only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company
or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. 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 Officer’s Certificate
listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above
described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate
as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the
purpose of any such determination. The Trustee shall not be required at any time to request a list of Company-owned Notes before
taking any actions or making any calculations.


 






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


 


Article 9

Intentionally Omitted


 


Article 10

Supplemental Indentures


 


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


 


(a)          
to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes;


 


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


 


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


 


(d)          
to secure the Notes;


 


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


 






    	 	-46-	 



     


    

 


(f)           
to make any other change that does not adversely affect the rights of any Holder as determined by the Company in good faith;


 


(g)          
to appoint a successor Trustee with respect to the Notes;


 


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


 


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


 


(j)           
to provide for the issuance of additional Notes in accordance with Section 2.10;


 


(k)          
to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering
Memorandum as set forth in an Officer’s Certificate delivered to the Trustee; or


 


(l)           
to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a
Settlement Method.


 


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


 


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


 


(a)          
reduce the percentage in aggregate principal amount of Notes outstanding whose Holders must consent to an amendment to this
Indenture or to waive any past Default;


 


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


 


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


 


(d)          
make any change that impairs or adversely affects the conversion rights of any Notes, except as otherwise permitted by this
Indenture;


 


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


 






    	 	-47-	 



     


    

 


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


 


(g)          
change the ranking of the Notes;


 


(h)          
impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s
Note; or


 


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


 


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


 


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


 


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


 


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


 






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Section 10.05.    
Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required
by Section 17.05, the Trustee shall receive, and be fully protected in relying upon, an Officer’s Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements
of this Article 10 and is permitted or authorized by this Indenture, and is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms. The Trustee shall sign all supplemental indentures upon
delivery of such Officer’s Certificate and Opinion of Counsel, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights, duties, liabilities or immunities under this Indenture.


 


Article 11

Consolidation, Merger, Sale, Lease and Transfer


 


Section 11.01.    
Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company
shall not consolidate with, merge with or into, or sell, lease or transfer in one transaction or a series of related transactions
all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other
than any such sale, lease or transfer to one or more of the Company’s Wholly Owned Subsidiaries), unless:


 


(a)              
the resulting, surviving or transferee Person (such Person or any successor thereto, the “Surviving Entity”),
if not the Company, shall be (a) a corporation or (b) a limited liability company or limited partnership, in each case organized
and existing under the laws of the United States of America, any State thereof or the District of Columbia; provided that
in the case of clause (b), (x) unless such limited liability company or limited partnership is treated as (A) a corporation or
(B) an entity disregarded as separate from a corporation, in each case, for U.S. federal income tax purposes (and, in the case
of clause (B), such corporation guarantees the obligations of such disregarded entity under the Notes and this Indenture), the
Company will have received an opinion of a nationally recognized tax counsel to the effect that such transaction or series of related
transactions will not be treated as an exchange under Section 1001 of the Code for the holders of the Notes and (y) such limited
liability company or limited partnership shall be a direct or indirect, Wholly Owned subsidiary of a corporation existing under
the laws of the United States of America, any State thereof or the District of Columbia and the Reference Property shall consist
of cash and/or common stock of such corporation, and in each case such Person (if not the Company) shall expressly assume, by supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under
the Notes and this Indenture; and


 


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


 


For purposes of this Section 11.01,
the sale, lease or transfer of all or substantially all of the consolidated assets of one or more Subsidiaries of the Company to
another Person (other than the Company or one or more of the Company’s Wholly Owned Subsidiaries), which assets, if held
by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated assets of the Company
and its Subsidiaries, taken as a whole, shall be deemed to be the sale, lease or transfer of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more of the Company’s
Wholly Owned Subsidiaries).


 






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Section 11.02.    
Successor Entity to Be Substituted. In case of any such consolidation, merger, sale, lease or transfer (other
than any such sale, lease or transfer to one or more of the Company’s Wholly Owned Subsidiaries) and upon the assumption
by the Surviving Entity, 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 Surviving Entity (if not the Company)
shall succeed to and be substituted for the Company under this Indenture and the Notes, with the same effect as if it had been
named herein as the party of the first part, except in the case of any such lease. Such Surviving Entity 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 Surviving Entity
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 Surviving Entity 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 or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company”
in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in
this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such
Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture
and the Notes.


 


In case of any such consolidation, merger,
sale, lease or transfer, 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, lease or transfer shall be effective
unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or transfer and any such assumption complies with the provisions of this Article 11 and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions
of this Article 11 and Article 10 and has been duly authorized, executed and delivered by the Surviving Entity, and
is the legal, valid and binding obligation of the Surviving Entity, enforceable against the Surviving Entity in accordance with
its terms.


 






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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 Person, either directly
or through the Company or any successor Person, 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

Intentionally Omitted


 


Article 14

Conversion of Notes


 


Section 14.01.    
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder
of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is
$1,000 principal amount or a 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 February 15, 2025 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 February 15, 2025 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 24.0912 shares of Common Stock (as adjusted as provided in Section 14.04
as of any date, 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 February 15, 2025, the Notes may be surrendered
for conversion during the five Business Day period immediately after any five 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 Last Reported Sale Price of Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall
be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth
in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three
independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along
with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation
to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination in writing,
and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company
shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) 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
Last Reported Sale Price of Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation
Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall
determine, the Trading Price per $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 Last Reported Sale Price of 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 Last Reported Sale Price of 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 Last
Reported Sale Price of Common Stock and the Conversion Rate, the Company shall so notify the Holders of the Notes, the Trustee
and the Conversion Agent (if other than the Trustee) in writing.


 


(ii)          If, prior to the close of business on the Business Day immediately preceding February 15, 2025, the Company elects to:


 


(A)            distribute
to all or substantially all holders of its Common Stock any rights, options or warrants (other than pursuant to a stockholder
rights or similar plan, so long as such rights have not been separated from the shares of Common Stock at the time of such distribution)
entitling them, for a period of not more than 60 calendar days from the declaration date of such distribution, to subscribe for
or purchase shares of its Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common
Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration
date for such distribution; or


 


(B)             distribute
to all or substantially all holders of its Common Stock the Company’s assets, debt securities or rights to purchase securities
of the Company, which distribution has a per share value, as determined by the Board of Directors in good faith, exceeding 10%
of the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the 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) in writing at least 50 Scheduled Trading
Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant
to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably
practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company
has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business
on the Business Day immediately prior to the Ex-Dividend Date for such distribution or (2) the Company’s announcement
that such distribution will not take place, even if the Notes are not otherwise convertible at such time.


 


(iii)         If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close
of business on the Business Day immediately preceding February 15, 2025, regardless of whether a Holder has the right to require
the Company to repurchase the Notes pursuant to Section 15.02, the Notes may be surrendered for conversion at any time from
and after the effective date of such transaction or event until the 35th Trading Day immediately following such effective date
(or, if such transaction or event constitutes a Fundamental Change, until the Business Day immediately preceding the Fundamental
Change Repurchase Date corresponding to such Fundamental Change). The Company shall notify all Holders of the Notes and, in writing,
the Trustee and the Conversion Agent (if other than the Trustee) no later than the Business Day following the effective date of
such Fundamental Change or Make-Whole Fundamental Change, as the case may be. Such notice to Holders shall be given by issuing
a press release indicating, and publicly announcing, through a public medium that is customary for such announcements, and providing
a notice on the Company’s website and, in respect of Global Notes, through the Depositary in accordance with the procedures
thereof.


 


(iv)        Prior to the close of business on the Business Day immediately preceding February 15, 2025, the Notes may be surrendered
for conversion during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such
calendar quarter), if the Last Reported Sale Price of Common Stock for at least 20 Trading Days (whether or not consecutive) during
the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar
quarter is equal to or greater than 130% of the Conversion Price then in effect on each applicable Trading Day, as determined by
the Company. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2020 whether the Notes
may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent
(if other than the Trustee) in writing if the Notes become convertible in accordance with this clause (iv). Such written notice
will be shared by the Trustee with the Holders.


 



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(v)         If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on
the Business Day immediately preceding February 15, 2025, then Holders may surrender for conversion Notes that have been so called
for redemption (or deemed to have been called for redemption pursuant to Section 16.02(e)) at any time prior to the close of business
on the Business Day immediately prior to the Redemption Date (any such period, a “Redemption Period”) subject
to the applicable procedures of the Depositary. After that time, the right to convert such Notes on account of such Redemption
Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert
its Notes until the Redemption Price has been paid or duly provided for.


 


Section 14.02.    
Conversion Procedure; Settlement Upon Conversion. (a) Subject to this Section 14.02, Section 14.03(b)
and Section 14.07(a), upon conversion of any Note, the Company shall pay or deliver, or cause to be paid or delivered, 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 occurring on or after February 15, 2025, and all conversions occurring during a Redemption Period, shall be settled
using the same Settlement Method.


 


(ii)         
Prior to February 15, 2025, except for any conversions that occur during a Redemption Period, and subject to the last paragraph
of Section 14.02(a)(iii), 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.


 


(iii)         If, in respect of any Conversion Date (or one of the periods described in the fifth 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 shall deliver such Settlement Notice
to the Trustee and the Conversion Agent (if other than the Trustee), and the Trustee, in turn, shall deliver, upon the Company’s
written request (which request the Company shall make), such Settlement Notice to converting Holders no later than the close of
business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions occurring (x) during
a Redemption Period, in the related Redemption Notice or (y) on or after February 15, 2025, no later than February 15, 2025).
If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company
shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected
Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of
Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election
of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. 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.


 






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The Company may, by notice to
the Holders of the Notes, the Trustee and Conversion Agent (if other than the Trustee) prior to February 15, 2025, irrevocably
fix the Settlement Method to any Settlement Method that the Company is then permitted to elect, which shall apply to all conversions
with a Conversion Date that is on or after the date the Company sends such notice. Concurrently with providing notice to the Holders
of the Notes an election to irrevocably fix the Settlement Method, the Company shall promptly issue a report on Form 8-K or press
release announcing that the Company has elected to irrevocably fix the Settlement Method. Notwithstanding the foregoing, no such
irrevocable election shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note
pursuant to this Section 14.02. For the avoidance of doubt, such an irrevocable election, if made, shall be effective without the
need to amend this Indenture or the Notes, including pursuant to Section 10.01(l). However, the Company may nonetheless choose
to execute such an amendment at its option.


 


(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 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;


 


(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 related Observation Period; and


 


(C)            
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Combination Settlement, the Company shall pay or deliver, as the case may be, 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 related Observation Period.


 


(v)        
The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the
Company promptly following the last day of the Observation Period. The Company shall send such determination and the calculation
thereof in reasonable detail or in such detail as requested by the Depositary promptly after such determination (and in any event
within one Business Day following the last day of the Observation Period) of the Daily Settlement Amounts or the Daily Conversion
Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, to the Trustee
and the Conversion Agent (if other than the Trustee). 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 payable on the next Interest Payment Date to which such Holder is not entitled as set forth
in Section 14.02(h) and (ii) in the case of a Physical Note (or Global Note not approved for conversion through the Depositary)
(1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent and the Trustee 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; and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which
such Holder is not entitled as set forth in Section 14.02(h). The Trustee and Conversion Agent may rely on information provided
to it and shall have no responsibility whatsoever to verify or ensure the accuracy of such information. The Trustee (and if other
than the Trustee, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion
Date for such conversion (or as soon as practicable thereafter). 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.


 


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


 


(c)              
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth
in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due
in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company
elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the Observation 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 tax
or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder
of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such
conversion.


 


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


 


(f)               
Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock, if any,
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
cause a reduction on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify
the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.


 


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


 






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


 


(j)               
The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash
in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion
Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period
(in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected 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 Observation Period and any fractional shares remaining after such computation shall be paid in cash.


 


Section 14.03.    
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes
or during a Redemption Period. (a)  If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change, or if the Company issues a Redemption Notice and a Holder elects to convert
its Notes during the related Redemption Period, the Company shall, under the circumstances described below, increase the Conversion
Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”),
as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately 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 Trading Day immediately following the Effective Date of such Make-Whole
Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).


 






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For the avoidance of doubt, if the Company
issues a Redemption Notice, the Company shall, under the circumstances described below, increase the Conversion Rate during the
related Redemption Period only with respect to conversions of Notes called (or deemed to have been called for redemption pursuant
to Section 16.02(e)) for redemption and not for Notes not called for redemption. Accordingly, if the Company elects to redeem fewer
than all of the outstanding Notes, Holders of Notes not called for redemption will not be entitled to convert such Notes on account
of the Redemption Notice, and will not be entitled to an increased Conversion Rate for conversions of such Notes on account of
the Redemption Notice during the related Redemption Period if such Notes are otherwise convertible, except in the limited circumstances
set forth in Section 16.02(e).


 


(b)              
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or during a Redemption Period,
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, if applicable, the Reference Property
is composed entirely of cash, for any conversion of Notes following the effectiveness 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 increase for Additional Shares),
multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second
Business Day following the Conversion Date.


 


(c)              
The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions during the Make-Whole
Fundamental Change Period or Redemption Period, as the case may be, shall be determined by reference to the table below, based
on the date on which the Make-Whole Fundamental Change occurs (the “Effective Date”) or the date of the relevant
Redemption Notice, as the case may be, and the price (the “Stock Price”) paid or deemed paid per share of the
Common Stock in the Make-Whole Fundamental Change or with respect to the relevant Optional Redemption, as the case may be. If holders
of the Common Stock receive only cash in the case of 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 of Common Stock. Otherwise, the Stock Price shall
be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day period ending on, and
including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the date of the relevant
Redemption Notice, as the case may be. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good
faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment
to the Conversion Rate where the Ex-Dividend Date, effective date (as defined for purposes of Section 14.04) or Expiration
Date of the event occurs, during such five consecutive Trading Day period. In the event that a conversion during a Redemption Period
would also be deemed to be in connection with a Make-Whole Fundamental Change, the converting Holder will be entitled to a single
increase to the Conversion Rate with respect to the first to occur of the date of the relevant Redemption Notice or the Effective
Date of the relevant Make-Whole Fundamental Change, and the later event will be deemed not to have occurred for purposes of this
Section 14.03.


 






    -59- 


     


    

 


(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
the 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 by which the Conversion Rate shall be increased per $1,000
principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date or date of a Redemption Notice,
as the case may be, set forth below:


 


	 	 	Stock Price	 
	Effective Date /
 Date of Redemption Notice	 	$	31.93	 	 	$	35.00	 	 	$	38.00	 	 	$	41.51	 	 	$	47.00	 	 	$	53.96	 	 	$	60.00	 	 	$	70.00	 	 	$	80.00	 	 	$	100.00	 	 	$	125.00	 	 	$	150.00	 	 	$	225.00	 
	May 15, 2020	 	 	7.2273	 	 	 	6.2963	 	 	 	5.3479	 	 	 	4.4818	 	 	 	3.4926	 	 	 	2.6473	 	 	 	2.1418	 	 	 	1.5760	 	 	 	1.2073	 	 	 	0.7618	 	 	 	0.4543	 	 	 	0.2683	 	 	 	0.0000	 
	May 15, 2021	 	 	7.2273	 	 	 	6.0891	 	 	 	5.0918	 	 	 	4.1939	 	 	 	3.1896	 	 	 	2.3579	 	 	 	1.8762	 	 	 	1.3559	 	 	 	1.0294	 	 	 	0.6488	 	 	 	0.3926	 	 	 	0.2372	 	 	 	0.0000	 
	May 15, 2022	 	 	7.2273	 	 	 	5.7989	 	 	 	4.7371	 	 	 	3.7998	 	 	 	2.7823	 	 	 	1.9772	 	 	 	1.5337	 	 	 	1.0796	 	 	 	0.8103	 	 	 	0.5115	 	 	 	0.3159	 	 	 	0.1973	 	 	 	0.0000	 
	May 15, 2023	 	 	7.2273	 	 	 	5.4154	 	 	 	4.2545	 	 	 	3.2590	 	 	 	2.2298	 	 	 	1.4774	 	 	 	1.0983	 	 	 	0.7449	 	 	 	0.5538	 	 	 	0.3544	 	 	 	0.2253	 	 	 	0.1454	 	 	 	0.0000	 
	May 15, 2024	 	 	7.2273	 	 	 	4.8954	 	 	 	3.5403	 	 	 	2.4392	 	 	 	1.4183	 	 	 	0.8028	 	 	 	0.5533	 	 	 	0.3633	 	 	 	0.2749	 	 	 	0.1843	 	 	 	0.1215	 	 	 	0.0809	 	 	 	0.0000	 
	May 15, 2025	 	 	7.2273	 	 	 	4.4802	 	 	 	2.2245	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The exact Stock Prices and Effective Dates
or dates of Redemption Notice, as the case may be, may not be set forth in the table above, in which case:


 


(i)          
if the Stock Price is between two Stock Prices in the table above, or the Effective Date or the date of the relevant Redemption
Notice, as applicable, is between two Effective Dates or two dates of Redemption Notice, as applicable, 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 or dates of Redemption Notice, as applicable, based
on a 365-day or 366-day year, as applicable;


 


(ii)         
if the Stock Price is greater than $225.00 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 






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(iii)        
if the Stock Price is less than $31.93 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate exceed 31.3185 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment in
the same manner as the Conversion Rate pursuant to Section 14.04.


 


(f)               
No later than five Business Days after the Effective Date of each Make-Whole Fundamental Change, the Company shall deliver
to each Holder, the Trustee and the Conversion Agent (if other than the Trustee) written notice of, and shall issue a press release
indicating, and publicly announce, through a public medium that is customary for such announcements, and publish on the Company’s
website, such Effective Date.


 


(g)              
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 (without
duplication) 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 (as a result of holding the Notes and contemporaneously with holders of the Common Stock)
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, without having
to convert their Notes.


 


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


 





where


 


CR0    =    the Conversion Rate in effect
immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the
open of business on the effective date of such share split or share combination, as the case may be;


 


CR’    =    the Conversion Rate in effect 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 of such share split or share combination, as the case may be;


 


OS0    =    the number of shares of Common
Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately
prior to the open of business on the effective date of such share split or share combination, as the case may be; and


 






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


 


Any adjustment made under this Section 14.04(a) shall become
effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after
the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this Section 14.04(a) is declared but not so paid or made, 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 Common Stock any rights, options or warrants (other than
pursuant to a stockholder rights or similar plan, so long as the rights have not separated from the shares of Common Stock at the
time of such distribution) entitling them for a period of not more than 60 calendar days from the declaration date of such distribution
to subscribe for or purchase shares of Common Stock, at a price per share less than the average of the Last Reported Sale Prices
of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration
date for such distribution, the Conversion Rate shall be increased based on the following formula:


 





where


 


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


 


CR’    =    the Conversion Rate in effect immediately
after the open of business on the Ex-Dividend Date for such distribution;


 


OS0    =    the number of shares of the
Common Stock that are outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution;


 


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


 


Y    =    the number of shares of Common Stock equal
to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices
of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
Ex-Dividend Date for such distribution of such rights, options or warrants.


 






    -62- 


     


    

 


Any increase to the Conversion Rate 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 Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased,
effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect
to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common
Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective
as of the date the Board of Directors determines not to make such distribution, 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 subscribe for or purchase shares of Common Stock at less than such average of the Last Reported Sale Prices of Common Stock
for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date
of 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, other assets or property or rights,
options or warrants (other than pursuant to a stockholder rights or similar plan, so long as the rights have not separated from
the shares of Common Stock at the time of such distribution) to acquire its Capital Stock or its other securities, to all or substantially
all holders of Common Stock, excluding (i) dividends or distributions (including share splits) as to which an adjustment was
effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid in cash as to which
an adjustment was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth below
in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property
or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”),
then the Conversion Rate shall be increased based on the following formula:


 





where


 


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


 


CR’    =    the Conversion Rate in effect immediately
after the open of business on the Ex-Dividend Date for such distribution;


 






    -63- 


     


    

 


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


 


FMV    =    the fair market value (as determined
by the Board of Directors in good faith) of the Distributed Property distributed with respect to each outstanding share of Common
Stock as of the open of business on the Ex-Dividend Date for such distribution.


 


Any increase to the Conversion Rate 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, effective as of
the date the Board of Directors determines not to make such distribution, 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 Common Stock receive
the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number
of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of
Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) above
by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market
over the same period used in computing the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 


With respect to an adjustment pursuant to
this Section 14.04(c) where there has been a dividend or other distribution on Common Stock of shares of Capital Stock of
any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, which Capital
Stock or similar equity interest will be quoted or listed for trading on a U.S. national securities exchange or other established
automated over-the-counter trading market in the United States after its distribution (a “Spin-Off”), the Conversion
Rate in effect immediately before the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend
Date for the Spin-Off will be increased based on the following formula:


 





where


 


CR0    =    the Conversion Rate in effect
immediately prior to the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date
for the Spin-Off;


 


CR’    =    the Conversion Rate in effect immediately
after the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for the Spin-Off;


 






    -64- 


     


    

 


 



 


FMV=the average of the Last Reported Sale
Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common
Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such
Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period immediately following, and including,
the Ex-Dividend Date for the Spin-Off; and


 


MP0=the average of the Last Reported
Sale Prices of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the Ex-Dividend
Date for the Spin-Off.


 


 


The adjustment to the Conversion Rate under
the preceding paragraph shall become effective at the close of business on the tenth Trading Day immediately following, and including,
the Ex-Dividend Date for the Spin-Off; provided that, for purposes of determining the Conversion Rate, (x) in respect
of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading
Days immediately following, and including, the 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 replaced with such lesser number of Trading Days as have elapsed between
the Ex-Dividend Date for such Spin-Off and the relevant Conversion Date and (y) in respect of any conversion of Notes for
which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period
for such conversion and within the 10 Trading Days immediately following, and including, the 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 replaced with such
lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining
the Conversion Rate as of such Trading Day.


 


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 Common
Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially
or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger
Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are
also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 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.


 






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


 


(A)        
a dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A
Distribution”); or


 


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


 


(1)              
other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution
to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate
adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and


 


(2)              
the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution
and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then
be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution
and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any
shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding
immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the
open of business on the effective date of such share split or share combination, as the case may be” within the meaning of
Section 14.04(a) or “outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution”
within the meaning of Section 14.04(b).


 





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


 






    -66-


     


    

 








 





where


 


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


 


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


 


SP0=the Last Reported Sale Price
of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and


 


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







 


Any increase to the Conversion Rate 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 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 Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock
equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.


 


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


 





 






    -67-


     


    

 





where


 


CR0=the Conversion Rate in effect
immediately prior to the close of business on the last Trading Day of the period of 10 consecutive Trading Days commencing on,
and including, the Trading Day next succeeding the Expiration Date;


 


CR’=the Conversion Rate in effect
immediately prior to the open of business on the first day following the last Trading Day of the period of 10 consecutive Trading
Days commencing on, and including, the Trading Day next succeeding the Expiration Date;


 


FMV=the fair market value (as determined
by the Board of Directors in good faith), on the Expiration Date, of the aggregate value of all cash and any other consideration
paid or payable for shares validly tendered or exchanged as of the Expiration Date;


 


OS’=the number of shares of Common
Stock outstanding immediately after the time (the “Expiration Time”) such tender or exchange offer expires (after
giving effect to such tender offer or exchange offer);


 


OS0=the number of shares of Common
Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); and


 


SP’=the average of the Last Reported
Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next
succeeding the Expiration Date.


 


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


 






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


 


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


 


(iv)             upon the repurchase of shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction
that is not a tender offer or exchange offer of the kind described in Section 14.04(e);


 


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


 


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


 






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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 (1/10,000th) of a share.


 


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


 


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


 


Section 14.05.    
Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported
Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including
an Observation 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, in its good faith determination, to account for any adjustment to the
Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date,
effective date or Expiration Date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily
VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


Section 14.06.    
Shares to Be Fully Paid. The Company shall 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).


 


Section 14.07.    
Effect of Recapitalizations, Reclassifications and Changes of Common Stock. (a) In the case of:


 


(i)            any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or combination),


 






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


 


(iii)          any
sale, lease or other transfer of the consolidated assets of the Company and the Company’s Subsidiaries, or


 


(iv)          any statutory share exchange,


 


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


 


If the Merger Event causes 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 weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and
(ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred
to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent
(if other than the Trustee) in writing of the weighted average as soon as practicable after such determination is made. If the
holders of Common Stock receive only cash in such Merger Event, then for all conversions that occur after the effectiveness 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 second Business Day immediately following the
Conversion Date.


 






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Such supplemental indenture described in
the second immediately preceding paragraph shall provide for 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 or other 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 repurchase
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 Officer’s Certificate briefly stating the reasons therefor, the kind
or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment
to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver 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 effectiveness of such Merger Event.


 


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


 


Section 14.08.    
Certain Covenants. (a) The Company covenants that all shares of Common Stock, if any, 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.


 






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Section 14.09.    
Responsibility of Trustee and the Conversion Agent. The Trustee and the 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 the 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 the Conversion Agent make no representations
with respect thereto. Neither the Trustee nor the 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 the 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 Officer’s
Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture)
with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated
by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company
has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement
or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the
Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event
or at such other times as shall be provided for in Section 14.01(b). Neither the Trustee nor the Conversion Agent shall have
any obligation to independently determine or verify if any Fundamental Change, Make-Whole Fundamental Change, Merger Event, Trigger
Event, or any other event has occurred or to notify the Holders of any such event. Further, neither the Trustee nor the Conversion
Agent shall have any responsibility for any other party's action or inaction hereunder, including, but not limited to, any act
or omission of any Designated Institution. The rights and protections hereunder shall extend the Trustee and the Conversion Agent
acting in any capacity, including, but not limited to, Paying Agent or Note Registrar.


 


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;


 






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then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be sent to each Holder at its address appearing on the Note Register, as promptly as possible
but in any event at least 20 days prior to the applicable date hereinafter specified, a written 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.    
Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan in effect upon conversion
of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number
of rights, if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any,
in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time.
If at or prior to the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with
the provisions of the applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect
of Common Stock, if any, issuable upon conversion of the Notes, the Conversion Rate shall be adjusted at the time of separation
as if the Company distributed to all or substantially all holders of Common Stock Distributed Property as provided in Section 14.04(c),
subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 14.12.    
Exchange In Lieu Of Conversion. (a)  When a Holder surrenders its Notes for conversion, the Company may,
at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion
Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange
in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated
Institution must agree in writing to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination
of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described
in Section 14.02 above or such other amount agreed to by the Holder and the Designated Institution and in respect of which
the Company has notified converting Holders. If the Company makes the election described above, the Company shall, by the close
of business on the Business Day immediately following the relevant Conversion Date, notify the Holder surrendering Notes for conversion,
the Trustee and the Conversion Agent (if other than the Trustee) that it has made such election. In addition, the Company shall
concurrently notify the Designated Institution of the Settlement Method election and the relevant deadline for delivery of the
consideration due upon conversion. The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction
in connection with effecting any exchange election and shall have no liability for such exchange election. Any Notes exchanged
by the Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary.


 






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(b)         If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration
due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company
shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holders surrendering their Notes for conversion
and, within the time period specified in Section 14.02(c), convert such Notes into cash, shares of Common Stock or combination
of cash and shares of Common Stock, at the Company’s election, in accordance with the provisions of Section 14.02.


 


(c)         For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this
Section 14.12 require the Designated Institution to accept any Notes for exchange. The Company shall promptly notify in writing
the Trustee and the Conversion Agent (if other than the Trustee) if any Notes for which an exchange election has been made are
not accepted by the Designated Institution for such exchange election.


 


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 there shall occur a Fundamental Change
at any time prior to the Maturity Date, then 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 a multiple of $1,000 principal amount,
on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 and
not more than 35 Business Days after the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of
the principal amount of the Notes to be repurchased, together with accrued and unpaid interest, if any, thereon to, but excluding,
the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental
Change Repurchase Date is after a Regular Record Date and on or prior to the immediately succeeding Interest Payment Date, in
which case interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the immediately preceding
Regular Record Date and the Fundamental Change Repurchase Price payable to the Holder surrendering the Note for repurchase pursuant
to this Section 15.02 shall be equal to 100% of the principal amount of Notes subject to repurchase.


 


(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 attached to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the
Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to
the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date; and


 






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(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 a multiple thereof; and


 


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


 


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


 


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


 


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


 


(c)         On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall
provide to all Holders of Notes and the Trustee, the Paying Agent (if other than the Trustee) and the Conversion Agent (if other
than the Trustee) a written 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 (the “Fundamental Change Company Notice”). Such notice
shall be by first class mail or, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. Contemporaneously
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 or issue a press release containing the relevant information.
Each Fundamental Change Company Notice shall specify:


 






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(i)            the events causing the Fundamental Change;


 


(ii)           the date the Fundamental Change occurred, and whether such Fundamental Change is a Make-Whole Fundamental Change, in which
case the Effective Date of such Make-Whole Fundamental Change shall also be specified;


 


(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 made or to be made on account of such Fundamental
Change;


 


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


 


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


 


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


 


At the Company’s expense and written
request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however,
that, in all cases, the text of such 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 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 canceled, 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.


 


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 second Business Day immediately
preceding the Fundamental Change Repurchase Date, specifying:


 






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(i)            the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which amount must
be $1,000 or a multiple thereof,


 


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


 


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


 


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


 


Section 15.04.    
Deposit of Fundamental Change Repurchase Price. (a)  The Company will deposit with the Trustee (or other
Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust
as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an
amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price.
Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered
for repurchase (and not withdrawn prior to the close of business on the second Business Day immediately preceding the Fundamental
Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date with respect to such Note
(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 or securities sufficient to make payment on all the Notes or portions thereof that are to be repurchased
on such Fundamental Change Repurchase Date, then (i) such Notes will cease to be outstanding, (ii) interest will cease
to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the
Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive
the Fundamental Change Repurchase Price, and subject to Section 15.02(a), previously accrued and unpaid interest upon delivery
or transfer of such Notes).


 






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


 


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


 


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


 


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


 


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


 


To the extent that the provisions of any
federal or state securities laws, rules or regulations conflict with the provisions of this Indenture or the Notes, the Company
shall comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations
under this Indenture by virtue of such conflict.


 


Article 16

Optional Redemption


 


Section 16.01.    
Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company
prior to May 17, 2023. On or after May 17, 2023, if the Last Reported Sale Price of Common Stock has been at least 130% of the
Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day
period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date
on which the Company provides a Redemption Notice as set forth in Section 16.02, the Company may redeem (an “Optional
Redemption”) for cash all or part of the Notes, upon notice as set forth in Section 16.02, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date (the “Redemption Price”) (unless the Redemption Date falls after a Regular Record Date
but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date
will be paid to Holders of record of such Notes on such Regular Record Date, and the Redemption Price will be equal to 100% of
the principal amount of the Notes to be redeemed).


 






    -79- 


     


    

 


Section 16.02.    
Notice of Optional Redemption; Selection of Notes. (a) In case the Company exercises its Optional Redemption
right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption
(each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 65 Scheduled
Trading Days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in
the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such Optional Redemption (a “Redemption
Notice”) not less than 50 nor more than 65 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes
so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided, however,
that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption
Date must be a Business Day, and the Company may not specify a Redemption Date that falls on or after the 41st Scheduled Trading
Day immediately preceding the Maturity Date.


 


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


 


(c)              
Each Redemption Notice shall specify:


 


(i)             
the Redemption Date (which must be a Business Day);


 


(ii)            
the Redemption Price;


 


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


 


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


 


(v)            
that Holders may surrender their Notes for conversion at any time during the Redemption Period;


 


(vi)           
the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount,
if applicable;


 


(vii)         
the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with
Section 14.03;


 


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


 


(ix)            
in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after
the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall
be issued.


 


A Redemption Notice shall be irrevocable.


 






    -80- 


     


    

 


(d)              
If fewer than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of
a Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on
a pro rata basis or by another method the Trustee considers to be fair and appropriate; provided that, to the extent
the Notes to be redeemed in part are represented by a Global Note, such method shall comply with the applicable procedures of the
Depositary. If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of
the Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. In
the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange
any Notes during a period beginning at the open of business 15 calendar days before the mailing of a Redemption Notice and ending
at the close of business on the day of such mailing or (ii) register the transfer or exchange of any Notes so selected for
redemption, in whole or in part, except the unredeemed portion of any Notes being redeemed in part.


 


(e)              
If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial
interest in any Global Note) is reasonably not able to determine, before the close of business on the 42nd Scheduled Trading Day
immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant
to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as
applicable, at any time before the close of business on the Business Day immediately before such Redemption Date, subject to the
Depositary’s applicable procedures, and each such conversion shall be deemed to be of a Note called for redemption for purposes
of this Article 16, Section 14.01(b)(v) and Section 14.03, unless the Company defaults in the payment of the Redemption Price,
in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable,
until the Redemption Price has been paid or duly provided for, and each such conversion shall be deemed to be of a Note called
for redemption.


 


Section 16.03.    
Payment of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance
with Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption
Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the
Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.


 


(b)              
Prior to the open of business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company
is acting as the Paying Agent, shall set aside, segregate and hold in trust as provided in Section 4.04 an amount of cash
(in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes
to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall
be made promptly after the later of:


 


(i)              
the Redemption Date for such Notes; and


 






    -81- 


     


    

 


(ii)             
the time of presentation of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof
in the manner required by this Section 16.03.


 


The Paying Agent shall, promptly after such
payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


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


 


Article 17

Miscellaneous Provisions


 


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


 


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


 


Section 17.03.    
Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made,
for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter
box, or telecopied, addressed (until another address is filed by the Company with the Trustee) to Cantel Medical Corp., 150 Clove
Road, Little Falls, New Jersey 07424, Attention: Jeff Mann. 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 sent to a Holder
shall be sent electronically (in the case of a Global Note) or mailed to it by first class mail, postage prepaid, at its address
as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed.


 


Failure to send 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.


 






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


 


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


 


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


 


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


 


Section 17.05.    
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that all conditions precedent
to such action have been satisfied and such action is permitted by the terms of this Indenture.


 


Each Officer’s Certificate provided
for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture
(other than the Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the Person
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, all conditions precedent to such action have been satisfied and such action is
permitted by this Indenture.


 






    -83- 


     


    

 


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, Redemption Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such
date, but may be taken on the next succeeding day that is a 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 parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their
successors hereunder or the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


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


 


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


 


Any corporation or other entity into which
any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting
from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity
succeeding to all or substantially all 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.


 






    -84- 


     


    

 


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 7.04, Section 8.03 and this Section 17.10 shall be applicable to any authenticating agent.


 


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





	
        _______________________________,

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

         

	
        By:


 





        Authorized Signatory



 


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


 


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


 


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


 






    -85- 


     


    

 


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, pandemic, 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. Except as otherwise provided herein, the Company shall be responsible for making all calculations
called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices
of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the
Notes and the Conversion Rate, and neither the Trustee, the Paying Agent, Note Registrar nor the Conversion Agent shall have any
liability or responsibility for any calculation hereunder or in connection with the Notes, for any information used in connection
with such calculation or any determination made in connection with a conversion. The Company shall make all these calculations
in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The
Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent (if other than the Trustee),
and each of the Trustee and Conversion Agent (if other than the Trustee) is entitled to rely conclusively upon the accuracy of
the Company’s calculations without independent verification. The Trustee or the Conversion Agent (if other than the Trustee)
shall forward the Company’s calculations to any Holder of Notes upon the written request of that Holder at the sole cost
and expense of the Company.


 


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


 


Section 17.17.    
Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Note Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 17.18.    
Withholding Taxes. Each Holder of a Note agrees, and each beneficial owner of an interest in a Global Note, by its
acquisition of such interest, is deemed to agree, that if the Company or another applicable withholding agent is required by law
to withhold or deduct applicable taxes (or backup withholding) on behalf of a Holder or beneficial owner (whether as a result
of an adjustment or non-occurrence of an adjustment to the Conversion Rate or from any interest or payment upon conversion, repurchase,
redemption or maturity of the notes or otherwise), then the Company or such withholding agent, as applicable, may, at its option,
withhold from or set off against Cash Settlement, Physical Settlement, Combination Settlement or any other payment, if any, in
respect of the Notes, payments on Common Stock or sales proceeds received by, or other funds or assets of, that Holder or beneficial
owner. Any amounts so deducted or withheld by the Company or other applicable withholding agent shall be treated as having been
paid to the Holder or beneficial owner for all purposes of this Indenture and shall be paid over to a governmental authority in
accordance with applicable law.


 






    -86- 


     


    

 


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


 





	 	CANTEL MEDICAL CORP.
	 	 
	 	By:	/s/ Shaun M. Blakeman
	 	 	Name:	Shaun M. Blakeman
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer



 


[Signature Page to Indenture]


 






     


     


    

 


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


 





	 	WELLS FARGO BANK, NATIONAL
	 	ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Patrick Giordano
	 	 	Name: Patrick Giordano
	 	 	Title: Vice President



 


[Signature Page to Indenture]


 





 






     


     


    

 


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]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-1 


     


    

 


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


 






    A-2 


     


    

 


Cantel Medical Corp.


 


3.25% Convertible Senior Note due 2025


 


	No. [     ]	Initially $[     ]



 


CUSIP No. [ ]1


 


Cantel Medical Corp., a Delaware corporation
(the “Company,” as more fully set forth in the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges
of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall
not, unless permitted by the Indenture, exceed $140,000,000 in aggregate at any time (as increased by an amount equal to the aggregate
principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase
additional Notes as set forth in the Purchase Agreement) in aggregate at any time, in accordance with the rules and procedures
of the Depositary, on May 15, 2025, and interest thereon as set forth below.


 


This Note shall bear cash interest at the
rate of 3.25% per year until the Maturity Date. Interest on this Note will accrue from May 15, 2020 or from the most recent date
to which interest has been paid or provided for. Accrued interest on this Note shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.
Interest will be payable semiannually in arrears on each May 15 and November 15, commencing on November 15, 2020. Interest will
be paid to Holders of record at the close of business on the preceding May 1 and November 1 (whether or not such day is a Business
Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03
of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include
Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d),
Section 4.06(e) 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.


 


The Company shall pay, or cause the Paying
Agent to pay, the principal of and interest on this Note, so long as such Note is a Global Note, by wire transfer of immediately
available funds to the account of 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, or cause the Paying Agent to pay, the principal
of any Notes (other than Notes that are Global Notes) at the office or agency maintained by the Company for such purposes in a
State of the United States of America or the District of Columbia. 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.


 





 



 





		1	At such time as the Company notifies the Trustee to remove the Restrictive Legend pursuant to Section 2.05(c) of the Indenture,
the CUSIP number for this Note shall be deemed to be CUSIP No. [ ]. Additional Notes issued pursuant to Section 2.10 of the Indenture
may have different CUSIP numbers.








 






    A-3 


     


    

 


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


 


This
Note, and any claim, controversy or dispute arising under or related to this Note, shall be GOVERNED BY, and construed in accordance
with, 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 manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.


 


[Remainder of page intentionally left blank]


 






    A-4 


     


    

 


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


 





	 	CANTEL MEDICAL CORP.
	 	 
	 	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	 



 






    A-5 


     


    





 


[FORM OF REVERSE OF NOTE]


 


Cantel Medical Corp.

3.25% Convertible Senior Note due 2025


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 3.25% Convertible Senior Notes due 2025 (the “Notes”), initially
limited to the aggregate principal amount of $140,000,000 (as increased by an amount equal to the aggregate principal amount of
any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), all issued or to be issued under and pursuant to an Indenture dated as of May 15, 2020
(the “Indenture”), between the Company 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 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.


 


In case one or more Events of Default shall
have occurred and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then
outstanding, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable
immediately, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


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


 


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


 


Each Holder shall have the right to receive
payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion
of, this Note, on or after the respective due dates expressed or provided for in this Note or in the Indenture.


 


The Notes are issuable in registered form
without coupons in denominations of $1,000 principal amount and 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.


 






    	 	A-6	 



     


    

 


The Notes shall be redeemable at the Company’s
option in accordance with the terms and conditions specified in the Indenture.


 


Upon the occurrence of a Fundamental Change,
the Holder of this Note has the right, at such Holder’s option, to require the Company to repurchase for cash all of such
Holder’s Note, or any portion thereof that is a multiple of $1,000, on the Fundamental Change Repurchase Date at a repurchase
price equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions of the Indenture,
the Holder of this Note 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 all or any portion (if the portion to be converted is $1,000 principal amount or a multiple thereof) of this Note, into
cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified
in the Indenture, as adjusted from time to time as provided in the Indenture.


 


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


 






    	 	A-7	 



     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 






    	 	A-8	 



     


    

 


SCHEDULE OF EXCHANGES OF NOTES


 


Cantel Medical Corp.

3.25% Convertible Senior Notes due 2025


 


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


 


	
        Date of

exchange
	 	
        Amount
        of

decrease in

principal

amount of this

Global Note
	 	
        Amount
        of

increase in

principal

amount of this

Global Note
	 	
        Principal

amount of this

Global Note

following such decrease or

increase
	 	
        Signature
        of

authorized

signatory of

Trustee or

Custodian

	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 





 






    	 	A-9	 



     


    

 


[FORM OF NOTICE OF CONVERSION]


 


To:   Cantel Medical Corp.


 


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


 





	Dated:	 	 	 
	 	 	 
	 	 	 
		 	Signature(s)
	 	 	 
	 	 	 
	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	 



     


    

 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:   Cantel Medical Corp.


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from Cantel Medical Corp. (the “Company”) as to the occurrence
of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof)
below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after 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. Capitalized terms used herein but not defined shall have the meanings ascribed to such
terms in the Indenture.


 


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


 


	Dated:	 	 	 
	 	 	 
	 	 	 
	 	 	Signature(s)
	 	 	 
	 	 	 
	 	 	Social Security or Other Taxpayer Identification Number
	 	 	 
	 	 	Principal amount to be 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	 



     


    

 


[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 appointsattorney 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 Cantel Medical Corp. 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.


 






    	 	1	 



     


    

 


	Dated: 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Signature(s)	 	 
	 	 	 
	 	 	 
	Signature(s) 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 Note are to be delivered, other
    than to and in the name of the registered holder.	 	 



 


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


 






    	 	2	 



     


    

EXHIBIT B


 


[CANTEL MEDICAL CORP. LETTERHEAD]


 


3.25% Convertible Senior Notes due 2025

Free Transferability Certificate


 


[         ], 20[    ]


 


To: Wells Fargo Bank, National Association

Attention: Corporate, Municipal, and Escrow Services

1 Independent Drive, Suite 620

Jacksonville, Florida 32202


 


Re: Cantel Medical Corp., 3.25% Convertible Senior Notes due
2025


 


Dear Sir/Madam:


 


Whereas the 3.25% Convertible Senior Notes due 2025 (the “Notes”)
have become freely tradable without restrictions by non-affiliates of Cantel Medical Corp. (the “Company”) pursuant
to Rule 144(b)(1) under the Securities Act of 1933, as amended, in accordance with Section 2.05(c) of the indenture (the “Indenture”)
dated as of May 15, 2020 between the Company and Wells Fargo Bank, National Association (the “Trustee”), pursuant
to which the Notes were issued, the Company hereby provides notice pursuant to Section 2.05(c) of the Indenture of the occurrence
of the Resale Restriction Termination Date and instructs you that:


 


(i) the Restrictive Legend set forth on the Notes shall be deemed
removed from the Global Notes, in accordance with the terms and conditions of the Notes and as provided in Section 2.05(c)
of the Indenture, without further action on the part of holders or the Trustee; and


 


(ii) the restricted CUSIP number for the Notes ([ ]) shall be
deemed removed from the Global Notes and replaced with the unrestricted CUSIP number set forth therein ([ ]), in accordance with
the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of holders or the Trustee.


 


Notwithstanding anything herein or in the Indenture to the contrary,
if for any reason the Depositary treats the Notes and beneficial interests therein as subject to the Restrictive Legend, then for
purposes of Section 4.06(e) of the Indenture, the Restrictive Legend on the Notes shall not be deemed to be removed.


 


Capitalized terms used but not defined herein shall have the
meanings set forth in the Indenture.


 


	 	 	Very truly yours,
	 	 	 
	 	 	CANTEL MEDICAL CORP.
	 	 	 
	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:




 









    	 	B-1