Exhibit 4.1


 


EXECUTION VERSION


 


TELADOC HEALTH, INC.



AND



WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Trustee



INDENTURE



Dated as of May 19, 2020


 


1.25% Convertible Senior Notes due 2027


 










  



     


     


    




 


TABLE OF CONTENTS


 




Page


 




	Article 1

                                               Definitions

	 
	Section 1.01.   	Definitions	1
	 	 	 
	Section 1.02.   	References to Interest	13
	 	 	 
	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	23
	 	 	 
	Section 2.07.   	Temporary Notes	24
	 	 	 
	Section 2.08.   	Cancellation of Notes Paid, Converted, Etc	24
	 	 	 
	Section 2.09.   	CUSIP Numbers	24
	 	 	 
	Section 2.10.   	Additional Notes; Repurchases	24
	 	 	 
	Article 3

                                               Satisfaction and Discharge

	 
	Section 3.01.   	Satisfaction and Discharge	25
	 	 	 
	Article 4

                                               Particular Covenants of the Company

	 
	Section 4.01.   	Payment of Principal and Interest	25
	 	 	 
	Section 4.02.   	Maintenance of Office or Agency	26
	 	 	 
	Section 4.03.   	Appointments to Fill Vacancies in Trustee’s Office	26
	 	 	 
	Section 4.04.   	Provisions as to Paying Agent	26
	 	 	 
	Section 4.05.   	Existence	28
	 	 	 
	Section 4.06.   	Rule 144A Information Requirement and Annual Reports	28
	 	 	 
	Section 4.07.   	Stay, Extension and Usury Laws	30
	 	 	 
	Section 4.08.   	Compliance Certificate; Statements as to Defaults	30
	 	 	 
	Article 5

                                               Lists of Holders and Reports by the Company and the Trustee

	 
	Section 5.01.   	Lists of Holders	30
	 	 	 
	Section 5.02.   	Preservation and Disclosure of Lists	30



 






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	Article 6

                                               Defaults and Remedies

	 
	Section 6.01.   	Events of Default	31
	 	 	 
	Section 6.02.   	Acceleration; Rescission and Annulment	32
	 	 	 
	Section 6.03.   	Additional Interest	33
	 	 	 
	Section 6.04.   	Payments of Notes on Default; Suit Therefor	34
	 	 	 
	Section 6.05.   	Application of Monies Collected by Trustee	35
	 	 	 
	Section 6.06.   	Proceedings by Holders	36
	 	 	 
	Section 6.07.   	Proceedings by Trustee	37
	 	 	 
	Section 6.08.   	Remedies Cumulative and Continuing	37
	 	 	 
	Section 6.09.   	Direction of Proceedings and Waiver of Defaults by Majority of Holders	37
	 	 	 
	Section 6.10.   	Notice of Defaults	38
	 	 	 
	Section 6.11.   	Undertaking to Pay Costs	38
	 	 	 
	Article 7

                                               Concerning the Trustee

	 
	Section 7.01.   	Duties and Responsibilities of Trustee	39
	 	 	 
	Section 7.02.   	Reliance on Documents, Opinions, Etc	40
	 	 	 
	Section 7.03.   	No Responsibility for Recitals, Etc	42
	 	 	 
	Section 7.04.   	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	42
	 	 	 
	Section 7.05.   	Monies to Be Held in Trust	42
	 	 	 
	Section 7.06.   	Compensation and Expenses of Trustee	42
	 	 	 
	Section 7.07.   	Officer’s Certificate as Evidence	43
	 	 	 
	Section 7.08.   	Eligibility of Trustee	43
	 	 	 
	Section 7.09.   	Resignation or Removal of Trustee	43
	 	 	 
	Section 7.10.   	Acceptance by Successor Trustee	45
	 	 	 
	Section 7.11.   	Succession by Merger, Etc	45
	 	 	 
	Section 7.12.   	Trustee’s Application for Instructions from the Company	46
	 	 	 
	Article 8

                                               Concerning the Holders

	 
	Section 8.01.   	Action by Holders	46
	 	 	 
	Section 8.02.   	Proof of Execution by Holders	46
	 	 	 
	Section 8.03.   	Who Are Deemed Absolute Owners	47
	 	 	 
	Section 8.04.   	Company-Owned Notes Disregarded	47
	 	 	 
	Section 8.05.   	Revocation of Consents; Future Holders Bound	47
	 	 	 
	Article 9

                                               Holders’ Meetings

	 
	Section 9.01.   	Purpose of Meetings	48
	 	 	 
	Section 9.02.   	Call of Meetings by Trustee	48



 






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	Section 9.03.   	Call of Meetings by Company or Holders	48
	 	 	 
	Section 9.04.   	Qualifications for Voting	49
	 	 	 
	Section 9.05.   	Regulations	49
	 	 	 
	Section 9.06.   	Voting	49
	 	 	 
	Section 9.07.   	No Delay of Rights by Meeting	50
	 	 	 
	Article 10

                                               Supplemental Indentures

	 
	Section 10.01.   	Supplemental Indentures Without Consent of Holders	50
	 	 	 
	Section 10.02.   	Supplemental Indentures with Consent of Holders	51
	 	 	 
	Section 10.03.   	Effect of Supplemental Indentures	52
	 	 	 
	Section 10.04.   	Notation on Notes	52
	 	 	 
	Section 10.05.   	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	53
	 	 	 
	Article 11

                                               Consolidation, Merger, Sale, Conveyance and Lease

	 
	Section 11.01.   	Company May Consolidate, Etc. on Certain Terms	53
	 	 	 
	Section 11.02.   	Successor Corporation to Be Substituted	53
	 	 	 
	Section 11.03.   	Opinion of Counsel to Be Given to Trustee	54
	 	 	 
	Article 12

                                               Immunity of Incorporators, Stockholders, Officers and Directors

	 
	Section 12.01.   	Indenture and Notes Solely Corporate Obligations	54
	 	 
	Article 13

                                               [Intentionally Omitted]

	 
	Article 14

                                               Conversion of Notes

	 
	Section 14.01.   	Conversion Privilege	55
	 	 	 
	Section 14.02.   	Conversion Procedure; Settlement Upon Conversion.	57
	 	 	 
	Section 14.03.   	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	62
	 	 	 
	Section 14.04.   	Adjustment of Conversion Rate	64
	 	 	 
	Section 14.05.   	Adjustments of Prices	74
	 	 	 
	Section 14.06.   	Shares to Be Fully Paid	75
	 	 	 
	Section 14.07.   	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	75
	 	 	 
	Section 14.08.   	Certain Covenants	77
	 	 	 
	Section 14.09.   	Responsibility of Trustee	77
	 	 	 
	Section 14.10.   	Notice to Holders Prior to Certain Actions	78
	 	 	 
	Section 14.11.   	Stockholder Rights Plans	78



 






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	Article 15

                                               Repurchase of Notes at Option of Holders

	 
	Section 15.01.   	[Intentionally Omitted].	79
	 	 	 
	Section 15.02.   	Repurchase at Option of Holders Upon a Fundamental Change	79
	 	 	 
	Section 15.03.   	Withdrawal of Fundamental Change Repurchase Notice	82
	 	 	 
	Section 15.04.   	Deposit of Fundamental Change Repurchase Price	82
	 	 	 
	Section 15.05.   	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	83



 


	Article 16

                                               Optional Redemption

	 
	Section 16.01.   	Optional Redemption	83
	 	 
	Section 16.02.   	Notice of Redemption; Selection of Notes	84
	 	 
	Section 16.03.   	Payment of Notes Called for Redemption	85
	 	 	 
	Section 16.04.   	Restrictions on Redemption	85
	 	 	 
	Section 16.05.   	Special Provisions for Partial Calls	86



 


	Article 17

                                               Miscellaneous Provisions

	 
	Section 17.01.   	Provisions Binding on Company’s Successors	86
	 	 	 
	Section 17.02.   	Official Acts by Successor Corporation	86
	 	 	 
	Section 17.03.   	Addresses for Notices, Etc	86
	 	 	 
	Section 17.04.   	Governing Law; Jurisdiction	87
	 	 	 
	Section 17.05.   	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	88
	 	 	 
	Section 17.06.   	Legal Holidays	88
	 	 	 
	Section 17.07.   	No Security Interest Created	88
	 	 	 
	Section 17.08.   	Benefits of Indenture	88
	 	 	 
	Section 17.09.   	Table of Contents, Headings, Etc	88
	 	 	 
	Section 17.10.   	Authenticating Agent	89
	 	 	 
	Section 17.11.   	Execution in Counterparts	90
	 	 	 
	Section 17.12.   	Severability	90
	 	 	 
	Section 17.13.   	Waiver of Jury Trial	90
	 	 	 
	Section 17.14.   	Force Majeure	90
	 	 	 
	Section 17.15.   	Calculations	90
	 	 	 
	Section 17.16.   	USA PATRIOT Act	91
	 	 	 
	Section 17.17.   	Withholding Taxes for Adjustments in Conversion Rate	91


 


EXHIBITS


 


	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 19, 2020 between
Teladoc Health, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section
1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States
of America, 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 1.25% Convertible Senior Notes due 2027 (the “Notes”), initially
in an aggregate principal amount not to exceed $1,000,000,000 and in order to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;


 


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 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. The Trustee shall have no obligation to monitor whether Additional Interest is payable or to calculate the
amount of Additional Interest payable.


 






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“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. Notwithstanding anything to the contrary herein, the determination of whether one Person
is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such
determination is made or required to be made, as the case may be, hereunder.


 


“Applicable Procedures”
means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures of the Depositary applicable
to such matter.


 


“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. The Company may, however, appoint another Person as the Bid Solicitation Agent without prior notice
to the Holders.


 


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


 


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


 


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


 


“Capital 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, but shall not include any debt securities convertible into or exchangeable
for any securities otherwise constituting Capital Stock pursuant to this definition.


 


“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).


 


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


 






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


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.001 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 one of its Officers 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 time, $1,000, divided by the Conversion Rate as of such time.


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof
is located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: Teladoc Health Notes Administrator, 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 25 consecutive Trading Days during the relevant Observation Period, 1/25th of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 25.


 






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“Daily Settlement Amount,”
for each of the 25 consecutive Trading Days during the relevant Observation Period, shall consist of:


 





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


 


(b)       if
the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of 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 25 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “TDOC <equity> AQR” (or any successor
thereto) 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 at such time, the market value of one share
of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent
investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard
to after-hours trading or any other trading outside of the regular trading session trading hours.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


“Form of Fundamental Change Repurchase
Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 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”
means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit
A.


 


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


 


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


 


(b)       the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted
into or exchanged for cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction
or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as
a whole, to any Person other than one of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction
described in clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction
own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or successor corporation or transferee
or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such
ownership immediately prior to 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; or


 






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(d)       the
Common Stock (or other Reference Property into which the Notes are then convertible) ceases to be listed or quoted on any of The
New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors);


 


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


 


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


 


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


 






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“Holder,” as applied
to any Note, or other similar terms (but excluding the term “beneficial holder”), means 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.


 


“Interest Payment Date”
means each June 1 and December 1 of each year, beginning on December 1, 2020.


 


“Last Reported Sale Price”
of the Common Stock (or other security for which a closing share price must be determined) 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 (or such other security) is traded. If the Common Stock
(or such other security) 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 (or such other security)
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 (or such other security) is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point
of the last bid and last ask prices per share for the Common Stock (or such other security) on the relevant date from a nationally
recognized independent investment banking firm selected by the Company for this purpose.


 


“Make-Whole Fundamental Change”
means (i) any transaction or event that constitutes a Fundamental Change (as defined above and 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) or (ii) the sending of any Notice of Redemption pursuant to the provisions described in ‎‎Section
16.02. However, if the Company sends a Notice of Redemption for less than all of the Notes then outstanding, then a Make-Whole
Fundamental Change will be deemed to occur only with respect to the Notes called for redemption that are converted in connection
therewith, and not with respect to the Notes not called for redemption. Accordingly, in that circumstance, Holders of Notes not
called for redemption will not be entitled to an increased Conversion Rate for such Notes pursuant to ‎Section
14.03 on account of the redemption.


 


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


 


“Market Disruption
Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S.
national or regional securities exchange or market on which the 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.


 






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“Maturity Date” means
June 1, 2027.


 


“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).


 


“Notice of Redemption”
shall have the meaning specified in ‎Section 16.02.


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii) of this definition, if the relevant Conversion
Date occurs prior to December 1, 2026, the 25 consecutive Trading Day period beginning on, and including, the second Trading Day
immediately succeeding such Conversion Date; (ii) with respect to any Conversion Date that occurs after the date of the issuance
of a Notice of Redemption pursuant to ‎Section 16.02 and
on or prior to the second business day immediately preceding the relevant Redemption Date, the 25 consecutive Trading Day period
beginning on and including the 27th Scheduled Trading Day immediately preceding the applicable Redemption Date; and (iii) subject
to clause (ii) of this definition, if the relevant Conversion Date occurs on or after December 1, 2026, the 25 consecutive Trading
Days beginning on, and including, the 27th Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum”
means the preliminary offering memorandum dated May 14, 2020, as supplemented by the related pricing term sheet dated May 14, 2020,
relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer,
the Treasurer, the Assistant Treasurer, the General Counsel, the Secretary, any Executive or Senior Vice President or any Vice
President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any 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.


 






    8 


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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 minimum denominations of $1,000 principal amount and integral 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.


 






    9 


     


    

 


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


 


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


 


“Redemption Price” means,
with respect to Notes to be redeemed pursuant to ‎Section
16.01, 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption
Date (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 on or, at the Company’s election, before the
Interest Payment Date 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 such Notes).


 


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


 


“Regular Record Date,”
with respect to any Interest Payment Date, means the May 15 or November 15 (whether or not such day is a Business Day) immediately
preceding the applicable June 1 or December 1 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 relating to this Indenture is referred because of such person’s knowledge of and familiarity
with the particular subject and who shall, in each case, have direct responsibility for the administration of this Indenture.


 


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


 


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


 


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


 


“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.


 






    10 


     


    

 


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


 


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


 


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


 


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


 


“Significant Subsidiary”
has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act; provided, however, that, if a Subsidiary
meets the criteria of clause (3) of the definition of “Significant Subsidiary” in Rule 1-02(w) but not clause (1) or
(2) thereof, then such Subsidiary will be deemed not to be a Significant Subsidiary of a Person unless such Subsidiary’s
income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for
the last completed fiscal year before the date of determination exceeds $100,000,000.


 


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


 


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


 


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


 


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


 


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


 






    11 


     


    

 


“Trading Day” means
a day on which (i) trading in the Common Stock (or other security for which a last reported sale price must be determined
pursuant to this Indenture) 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 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.


 


“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 $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers the Company selects for this purpose; provided that
if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average
of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid
shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes
from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of
Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common
Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the
Bid Solicitation Agent to obtain bids when obligated as provided in ‎Section
14.01(b)(i), or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to carry
out such instruction, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when
obligated as provided in ‎Section 14.01(b)(i), then, in each
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 the Common Stock and the Conversion Rate for each Trading Day on which such failure occurs.


 


“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.


 


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


 


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


 


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


 






    12 


     


    

 









 


“Wholly Owned Subsidiary”
means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference
to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%.”


 


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


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.           
Designation and Amount. The Notes shall be designated as the “1.25% Convertible Senior Notes due 2027.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $1,000,000,000,
subject to ‎Section 2.10 and except for Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.


 


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


 


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.


 






    13


     


    

 


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,
exchanges or issuances of additional Notes (to the extent such issuances are fungible with the Notes represented by such Global
Note for U.S. federal income tax and securities law purposes) 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.


 


Section 2.03.           
Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered
form without coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the
Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of
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 the contiguous United States of America, 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, or cause the Paying Agent to pay, interest (i) on
any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed
to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having
an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by such a Holder
to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that
Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing,
the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of
the 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, subject to the enforceability thereof under applicable law, from, and including, such
relevant payment date, and such Defaulted Amounts, together with such interest thereon, shall be paid by the Company, at its election
in each case, as provided in clause (i) or (ii) below:


 






    14


     


    

 


(i)           
The Company may elect to make payment of or cause the Paying Agent 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
delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted
Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and
shall no longer be payable pursuant to the following clause (ii) of this ‎Section
2.03‎(c).
The Trustee shall have no responsibility whatsoever for the calculation of any Defaulted Amounts.


 


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


 


Section 2.04.           
Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company
by the manual, facsimile or other electronic 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; provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of
the Company with respect to the issuance, authentication and delivery of such Notes.


 






    15


     


    

 


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.


 


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


 


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


 


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


 






    16


     


    

 


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


 


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


 


None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (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.


 


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


 


(b)           
So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject
to the fourth paragraph from the end of ‎Section 2.05(c) all Notes shall be represented
by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the
nominee of the Depositary. Each Global Note shall bear the legend required on a Global Note set forth in Exhibit A hereto.
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 Applicable Procedures.


 


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


 






    17


     


    

 


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 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 in the form set forth in Exhibit B hereto):


 


THE OFFER AND SALE OF THIS SECURITY AND THE
SHARES OF 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 THIS SECURITY 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 TELADOC HEALTH, INC. (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 ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT;



 


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



 


		(D)	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR



 


		(E)	PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 






    18


     


    

 


PRIOR TO THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED
SALE OR 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. Upon the occurrence of the Resale Restriction Termination Date, the Company shall provide to the Trustee notice
in the form attached hereto as Exhibit B.


 


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 required by this ‎Section 2.05(c) and
shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender
any Global Note as to which any of the conditions set forth in clause (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 specified in this ‎Section 2.05(c) and
shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing (in the form attached
hereto as 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. Upon receipt by the Trustee of the notice of the Resale Restriction Termination Date and compliance with the Applicable
Procedures, the legend set forth above shall be deemed removed from the Note. 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 380th day after the last date of original issuance of the Notes.
Any exchange pursuant to the foregoing paragraph shall be in accordance with the Applicable Procedures.


 






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


 


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


 


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


 


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


 


At such time as all interests in a Global
Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled
by the Trustee in accordance with standing procedures and existing instructions 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.


 






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None of the Company, the Trustee or
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. Neither the Company nor the Trustee shall have any responsibility or
liability for any act or omission of the Depositary. All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made only to, or upon the order of, the registered
Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee may rely and
shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants
and any beneficial owners.


 


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


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY 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 TELADOC HEALTH, INC. (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 ONLY:



 






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		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT;



 


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



 


		(D)	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR



 


		(E)	PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) OR (E) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER
TO DETERMINE THAT THE PROPOSED SALE OR 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).


 


(e)           
Any Note or shares of Common Stock issued upon the conversion or exchange of a Note that is repurchased 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 shares of
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 or any of its Subsidiaries to be surrendered to the Trustee for cancellation
in accordance with ‎Section 2.08.


 


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


 






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


 


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


 






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


 


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


 


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, or notice to, 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, issue price and interest accrued, if any, and, if applicable, restrictions
on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such
additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities
law purposes or have different restrictions on transfer, such additional Notes shall have one or more separate CUSIP numbers.
Any of these additional Notes will, together with the Notes initially issued hereunder, constitute a single series of Notes under
this Indenture. Holders of any such additional Notes will have the right to vote together with Holders of the Notes initially
issued hereunder as one class. Except as otherwise specified herein, all references to the “Notes” shall include any
such additional Notes that are actually issued. 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 those required by ‎Section 17.05, as the Trustee shall reasonably
request. In addition, the Company may, to the extent permitted by law, directly or indirectly repurchase Notes (regardless of
whether such Notes are surrendered to the Company), in the open market or otherwise, through the Company or its Subsidiaries,
through private or public tender or exchange offers or through counterparties to private agreements, including by cash-settled
swaps or other cash-settled derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant
to cash-settled swaps or other cash-settled 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 surrender
to the Trustee.


 


Article
3

Satisfaction and Discharge


 


Section 3.01.           
Satisfaction and Discharge. (a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes
theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced,
paid or converted as provided in ‎Section 2.06)
have been delivered to the Trustee for cancellation or (ii) the Company has deposited with the Trustee or delivered to Holders,
as applicable, after all of the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase
Date, any Redemption Date, upon conversion or otherwise, cash (in the case of amounts due other than upon conversion) or cash and/or
shares of Common Stock (or, if applicable, Reference Property) (with respect to any Common Stock or Reference Property, delivered
directly to Holders) solely to satisfy the Company’s Conversion Obligation (in the case of amounts due upon conversion),
as applicable, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company;
and (b) the Trustee, upon request of the Company contained in an Officer’s Certificate and at the expense of the Company,
shall execute such instruments as may be reasonably requested by the Company acknowledging such satisfaction and discharge of this
Indenture and the Notes, when 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 and
the Notes 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.


 






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Article
4


Particular
Covenants of the Company


 


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


 


Section 4.02.           
Maintenance of Office or Agency. The Company will maintain in the contiguous United States of America an office or
agency 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; provided that no office of the Trustee shall be
a place for service of legal process on 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 the contiguous United States of America for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent”
include any such additional or other offices or agencies, as applicable.


 


The Company hereby initially designates
the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and its agency in the contiguous United States
of America as the office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase or for conversion. Notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served on the Company as provided in ‎Section 17.03.


 


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:


 


(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 Trustee and the Holders of the Notes;


 






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


 


(iii)    
that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held 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 Trustee and 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. Upon the occurrence of
any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent.


 


(d)           Subject
to applicable abandoned property law, any money 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, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed
for two years (or as of any common law escheatment date) after such principal (including the Redemption Price and the
Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion 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 all liability of the Company as trustee of such trust money, shall thereupon cease.


 






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


 


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.


 


(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 or any similar or successor grace period), 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. Any such document or report that the Company files with the Commission via the Commission’s EDGAR system or any successor
system shall be deemed to be filed with the Trustee for purposes of this ‎Section
4.06(b) at the time such documents are filed via EDGAR or such successor system, it being understood that the Trustee shall not
be responsible for determining whether such filings have been made. Notwithstanding anything to the contrary, the Company shall
in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which
the Company is seeking, or has received, confidential treatment from the Commission.


 


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


 


(d)            If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of
original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace
periods thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable by Holders
other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three
months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or
the Notes (other than any restriction arising solely from the Company’s ability to require the delivery of legal
opinions, certificates or other evidence in order to demonstrate that the proposed transfer is being made in compliance with
applicable securities laws)), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue
on the Notes at the rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each of the first
90 days and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day from, and including, the
91st 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 by Holders other than the Company’s Affiliates (or Holders that have been 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 (other than any restriction arising solely from the
Company’s ability to require the delivery of legal opinions, certificates or other evidence in order to demonstrate
that the proposed transfer is being made in compliance with applicable securities laws). 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 do not include documents or reports that the Company furnishes to the Commission pursuant to
Section 13 or 15(d) of the Exchange Act.


 






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(e)           
If, and for so long as, the restrictive legend on the Notes specified in ‎Section
2.05(c) has not been removed in accordance with the terms of this Indenture and the Notes (and the Applicable Procedures in the
case of a Global Note), the Notes are assigned a restricted CUSIP number (including under the Applicable Procedures in the case
of a Global Note) or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders
that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant
to U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th day after the last date of original issuance
of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount
of Notes outstanding until the restrictive legend on the Notes has been so removed in accordance with ‎Section
2.05(c), the Notes are assigned an unrestricted CUSIP number (including under the Applicable Procedures in the case of a Global
Note) and the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that were the Company’s
Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or
the terms of this Indenture or the Notes. For the avoidance of doubt, a Global Note will not be “freely tradable” unless
such Global Note is identified by an unrestricted CUSIP number in the facilities of the Depositary.


 


(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)            Subject
to the immediately succeeding sentence, the Additional Interest that is payable in accordance with ‎Section
4.06(d) or ‎Section 4.06(e) shall be in addition to, and not in lieu of,
any Additional Interest that may be payable as a result of the Company’s election pursuant to ‎Section
6.03. However, in no event shall any Additional Interest that may accrue as a result of the Company’s failure 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, together with any Additional Interest that may accrue in the event the Company elects to pay Additional Interest in
respect of an Event of Default relating to its failure to comply with its obligations as set forth in ‎Section
6.03, accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the
requirement to pay such Additional Interest.


 






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


 


Section 4.07.           
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 December 31, 2020) an Officer’s Certificate
stating whether the signer thereof has knowledge of any Event of Default or Default that occurred during such fiscal year.


 


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


 


Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01.           
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semi-annually, not more than 15 days after each May 15 and November 15 of each year, beginning with November 15, 2020, and at such
other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser
time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder),
a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than
15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such
information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 






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Article
6

Defaults and Remedies


 


Section 6.01.           
Events of Default. Each of the following events shall be an “Event 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 consecutive
days;


 


(b)           
default in the payment of principal of any Note when due and payable on the Maturity Date, upon any required repurchase,
upon redemption, 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 five Business Days;


 


(d)           
failure by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section
15.02(c), notice of the Effective Date of a Make-Whole Fundamental Change
in accordance with ‎Section
14.03(b) or notice of a specified corporate event in accordance with ‎Section
14.01(b)(ii) or ‎Section
14.01(b)(iii), if in each case, such failure is not cured within five Business Days after its occurrence;


 


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


 


(f)            
failure by the Company for 90 days after written notice has been received by the Company from the Trustee or from the Holders
of at least 30% in aggregate principal amount of the Notes then outstanding to comply with any of its other agreements contained
in the Notes or this Indenture;


 


(g)            default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess
of $100.0 million (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant
Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or
being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and
payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case, after
the expiration of any applicable grace period, if such default is not cured or waived, or such acceleration is not rescinded,
within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least
30% in aggregate principal amount of Notes then outstanding, in accordance with this Indenture;


 






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


 


(i)            
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 60 consecutive days.


 


Section 6.02.           
Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then,
and in each and every such case (other than an Event of Default specified in ‎Section 6.01(h) or ‎Section
6.01(i) with respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either
the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding determined in accordance
with ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100%
of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration
the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes
to the contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i)
with respect to the Company 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.


 


The immediately preceding paragraph,
however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due
and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued
and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by
acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such
interest is enforceable under applicable law, and on such principal at the rate borne by the Notes 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 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 (including the
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes
(other than such nonpayment of principal or interest that has become due as a result of such acceleration) or (ii) a failure
to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 






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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, 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 (i)
0.25% per annum of the principal amount of the Notes outstanding for the first 180 days during which such Event of Default has
occurred and is continuing, beginning on, and including, the date on which such Event of Default first occurs, and (ii) 0.50%
per annum of the principal amount of the Notes outstanding for each day during the next 185-day period during which such Event
of Default is continuing, beginning on, and including, the 181st day after such Event of Default first occurred. Subject to the
last paragraph of this ‎Section 6.03, Additional Interest payable pursuant to this ‎Section 6.03 shall be in addition
to, not in lieu of, any Additional Interest payable pursuant to ‎Section 4.06(d) or ‎Section 4.06(e). If the Company
so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on
the Notes. On the 366th day after such Event of Default (if such Event of Default is not cured or waived prior to such 366th day),
the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The provisions of this paragraph will
not affect the rights of Holders 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 be immediately subject to acceleration as provided in ‎Section
6.02.


 


In order to elect to pay Additional
Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default described in the
immediately preceding paragraph, the Company must notify all Holders, the Trustee and the Paying Agent of such election prior
to the beginning of such 365-day period. Upon the Company’s failure to timely give such notice, the Notes shall be
immediately subject to acceleration as provided in ‎Section
6.02.


 






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In no event will the Additional Interest
described in this ‎Section 6.03, together with any Additional
Interest that may accrue as a result of the Company’s failure to timely file any document or report it is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, accrue at a rate in excess of 0.50% per annum, regardless
of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 


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 and be continuing,
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 moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon the Notes, wherever situated.


 


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


 






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


 


All rights of action and of asserting claims
under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or
the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name 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 money or property collected by the Trustee pursuant to this Article
6, and after an Event of Default any money or other property distributable in respect of the Company’s obligations under
this Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such
monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof,
if fully paid:


 


First, to the payment of all amounts
due the Trustee under this Indenture;


 


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;


 






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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 Redemption Price, the Fundamental Change Repurchase Price and the cash due upon
conversion) and interest without preference or priority of principal over interest, or of interest over principal or of any installment
of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal
(including, if applicable, the 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, if applicable, the
Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery
of the consideration due upon conversion, no Holder 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 30% in aggregate principal amount of the Notes then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 






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Notwithstanding any other provision of this
Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the
principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid
interest, 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 shall not be impaired or affected without the consent of such Holder.


 


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


 


Section 6.08.           
Remedies Cumulative and Continuing. Except as provided in the last paragraph of ‎Section
2.06, all powers and remedies given by this ‎Article 6 to the Trustee or to the
Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder
of any of the Notes to exercise any right or power accruing during the continuation of 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 exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however,
that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow
any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in
personal liability (it being understood that the Trustee does not have an affirmative duty to determine whether any direction
is prejudicial to the rights of any Holder). 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 existing or 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 ‎Section
10.02 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. The Trustee will be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to
the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense that might be incurred
by it in compliance with such request or direction.


 


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, deliver to all Holders notice of all Defaults actually known to a Responsible Officer
that have occurred; 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 shall be protected in withholding such notice
if and so long as the Trustee in good faith determines that the withholding of such notice is in the 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, if applicable) 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, or receive the consideration due upon conversion, 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 the event an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if
an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under
this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided)
to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in
compliance with such request or direction.


 


No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act
or its own bad faith or 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 gross negligence, bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions
that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein);


 





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


 


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


 






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


 


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


 


(f)            
if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice
to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such
event occurred, unless a 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 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 or transfer agent
hereunder, the rights and protections afforded to the Trustee pursuant to this ‎Article
7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent.


 


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


 


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


 





(a)           
before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or
both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate
or opinion;


 


(b)           
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 (whether in its original, facsimile
or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or
parties;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 


In no event shall the Trustee be liable
for any consequential, punitive, indirect, incidental 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.
The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1)
a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or
Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office
and such notice references the Notes and this Indenture.


 






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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 or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture.


 


Section 7.04.           
Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any
Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company) or 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 to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated
from other funds or property except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee.


 


Section 7.06.            Compensation
and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall
receive, 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 hereunder (including the reasonable compensation and the expenses and disbursements of its agents
and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have
been caused by its gross negligence, bad faith or willful misconduct as determined by a final non-appealable order of a court
of competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any
other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to
hold them harmless against, any loss, claim (whether asserted by the Company, a Holder or any other Person), damage,
liability or expense incurred without gross negligence, bad faith or willful misconduct (as determined by a final
non-appealable order of 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 Indenture or in any other capacity hereunder, including the costs and expenses of defending
themselves against any claim of liability in the premises. The obligations of the Company under this ‎Section
7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
shall be secured by a senior lien to which the Notes are hereby made subordinate on all money 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, and for the avoidance of doubt, such lien shall not be
extended in a manner that would conflict with the Company’s obligations to its other creditors. The Trustee’s
right to receive payment of any amounts due under this ‎Section 7.06 shall
not be subordinate to any other liability or indebtedness of the Company. The obligations of the Company under this ‎Section
7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of 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(h) or
‎Section 6.01(i) 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 gross negligence, bad faith and willful misconduct 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 gross negligence, bad faith and willful misconduct 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, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 7.09.           
Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving 30 days’ advance written
notice of such resignation to the Company and by delivering notice thereof to the Holders. 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 30 days after the giving of such notice of resignation
to the Holders, the resigning Trustee may, upon ten Business Days’ advance written notice to the Company and the Holders,
petition any court of competent jurisdiction at the expense of the Company 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 (or since the date of this Indenture) may, subject to
the provisions of ‎Section 6.11, on behalf of himself or herself and all others
similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 






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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 (or since the date of this Indenture) may, on behalf of himself or
herself and all others similarly situated, petition any court of competent jurisdiction at the expense of the Company 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 on 30 days’ advance written notice
remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless, within ten days
after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any Holder,
upon the terms and conditions and otherwise as in ‎Section 7.09(a) provided,
may petition any court of competent jurisdiction for an appointment of a successor trustee.


 





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


 






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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 lien to which the Notes are hereby made
subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit
of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of ‎Section
7.06.


 


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


 


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


 


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


 


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


 






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


 


Article
8

Concerning the Holders


 


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


 


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


 


Section 8.03.           
Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion
Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may
treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership
or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment
of or on account of the principal (including any Redemption Price and any Fundamental Change Repurchase Price) 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. The sole registered holder of a Global Note shall be the Depositary
or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and,
to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for
monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes
following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without
the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s
right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.


 






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


 


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


 






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Article
9

Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


Article
10

Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)           
to secure the Notes;


 


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


 


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


 


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


 


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


 


(i)            
to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust
Indenture Act;


 


(j)            
to irrevocably (or for any specified period) (i) elect or eliminate one of the Settlement Methods, (ii) elect a minimum
Specified Dollar Amount, (iii) eliminate the Company’s right to elect a Settlement Method and/or (iv) change the Settlement
Method deemed elected by the Company if the Company does not timey elect a Settlement Method applicable to a conversion; provided
that no such amendment (i) shall have the effect of changing any Settlement Method previously specified by the Company pursuant
to ‎Section 14.02(a)(iii), (ii) shall have the effect of changing the Settlement
Method for any Notes previously surrendered for conversion after the close of business on the Trading Day immediately following
the related Conversion Date or (iii) shall change the Settlement Method at any time on or after December 1, 2026; or


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)           
reduce the Fundamental Change Repurchase Price or Redemption 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;


 






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(f)            
make any Note payable in money, or at a place of payment, other than that stated in the Note;


 


(g)           
impair the right of any Holder to bring suit for the enforcement of any payment or delivery, as applicable, of the principal
of, or premium, if any, and interest on, the Fundamental Change Purchase Price or Redemption Price, as applicable, with respect
to, and the amount of cash, number of shares of Common Stock or combination of cash and shares of Common Stock, as the case may
be, due upon conversion of, any Note on or after the respective due dates therefor;


 


(h)           
change the ranking of the Notes; 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 satisfactory to it 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, liabilities 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 send 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 request and 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 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,
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 such supplemental indenture’s terms.


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


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


 


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


 


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


 






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


 


Section 11.03.       
Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger,
sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received an Officer’s Certificate and
an Opinion of Counsel certifying that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this
Indenture.


 


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 






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Article
13

[Intentionally Omitted]


 


Article
14

Conversion of Notes


 


Section 14.01.       
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article
14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to
be converted is $1,000 principal amount or an integral multiple thereof) of such Note, (i) subject to satisfaction of the conditions
described in ‎Section 14.01(b), at any time prior to the close of business on
the Business Day immediately preceding December 1, 2026 under the circumstances and during the periods set forth in ‎Section
14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b),
on or after December 1, 2026 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 4.1258 shares of Common Stock (subject to adjustment as provided in this
‎Article 14,
the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the
settlement provisions of ‎Section 14.02, the “Conversion Obligation”).


 


(b)            (i)
Prior to the close of business on the Business Day immediately preceding December 1, 2026, a Holder may surrender all or any
portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of
Notes, as determined following a request by a Holder in accordance with this subsection (b)(i), for each Trading Day of the
Measurement Period was less than 98% of the product of the Last Reported Sale Price of the 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 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 pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture unless the
Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company
is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of
at least $10,000,000 aggregate principal amount of Notes 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 the Common
Stock and the Conversion Rate and such Holder requests in writing that the Company request that the Bid Solicitation Agent
determine or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price of
the Notes. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or,
if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal
amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000
principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock
and the Conversion Rate, and the Company shall instruct the three independent nationally recognized securities dealers to
deliver bids to the Bid Solicitation Agent. 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 the Common Stock and the Conversion Rate for such date, the Company
shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).


 






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(ii)           
If, prior to the close of business on the Business Day immediately preceding December 1, 2026, the Company elects to:


 


(A)           
issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than a distribution
of rights pursuant to a stockholders rights plan where such rights have not separated from the Common Stock) entitling them, for
a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of
the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the
ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of
such issuance; or


 


(B)           
distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase
securities of the Company (other than a distribution of rights pursuant to a stockholders rights plan where such rights have not
separated from the Common Stock), which distribution has a per share value, as reasonably determined by the Company, exceeding
10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,


 


then, in either case, the Company shall notify the Holders
(with a copy of such notice to the Trustee and Conversion Agent) at least 30 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of
its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding
the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place, even if the Notes are not otherwise convertible at such time. No Holder may convert any of
its Notes pursuant to clause (ii) if such Holder otherwise participates in such issuance or distribution, at the same time
and upon the same terms as holders of Common Stock and as a result of holding the Notes, in any of the transactions described
in subclauses (A) and (B) above without having to convert their Notes as if such Holder held a number of shares of Common
Stock equal to the applicable Conversion Rate as of the Record Date for such issuance or distribution, multiplied by
the principal amount (expressed in thousands) of Notes held by such Holder.


 






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(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 December 1, 2026, regardless of whether a Holder has the right to require
the Company to repurchase the Notes pursuant to ‎Section 15.02, or if
the Company is a party to a consolidation, merger, binding share exchange or transfer or lease of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, taken as a whole, in each case, pursuant to which the Common Stock would
be converted into cash, securities or other assets, other than a merger effected solely to change the Company’s jurisdiction
of incorporation that does not constitute a Fundamental Change or a Make-Whole Fundamental Change, all or any portion of a Holder’s
Notes may be surrendered for conversion at any time from or after the effective date of such transaction or event until the date
that is 35 Trading Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes
a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the
Conversion Agent (if other than the Trustee) within five Business Days of the effective date of such transaction or event.


 


(iv)           
Prior to the close of business on the Business Day immediately preceding December 1, 2026, a Holder may surrender all or
any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on
September 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20
Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the
immediately preceding calendar quarter is greater than 130% of the Conversion Price on each applicable Trading Day. Neither the
Trustee nor any Conversion Agent shall have any obligation to make any calculation or to determine whether the Notes may be surrendered
for conversion, or to notify the Company, the Depositary or any of the Holders if the Notes have become convertible.


 


(v)           
If the Company delivers a Notice of Redemption in respect of any or all of the Notes pursuant to ‎Article
16, Holders may convert such Notes called for redemption at any time on or after the date the Company sends the related Redemption
Notice until the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company fails
to pay the Redemption Price on the Redemption Date, in which case a Holder may convert such Notes until the date on which 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, 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 delivering 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 delivering 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.


 






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(i)           
All conversions of Notes for which the relevant Conversion Date occurs on or after December 1, 2026 shall be settled using
the same Settlement Method.


 


(ii)           
Except for any conversions of Notes described in the preceding clause (i) and in the following clause (iii), the Company
shall use the same Settlement Method for all conversions of Notes with the same Conversion Date, but the Company shall not have
any obligation to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates.


 


(iii)           
If, in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses,
as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement
Method in respect of such Conversion Date (or such period, as the case may be), it will inform Holders so converting, the Trustee
and the Conversion Agent, of the settlement method it has selected no later than the close of business on the Trading Day immediately
following the related Conversion Date (or, in the case of any conversions of Notes for which the relevant Conversion Date occurs
on or after December 1, 2026, no later than December 1, 2026). However, notwithstanding anything to the contrary above, if the
Company calls any Notes for redemption then (x) the Company will specify in the related Redemption Notice the Settlement Method
that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such Redemption Notice
and on or prior to the second Business Day immediately preceding the related Redemption Date and (y) if the related Redemption
Date occurs on or after December 1, 2026, then such Settlement Method must be the same Settlement Method that applies to all conversions
with a Conversion Date that occurs on or after December 1, 2026.


 


(iv)           
If the Company does not elect a Settlement Method prior to the deadline set forth in the two immediately preceding sentences,
the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to any conversion on such
Conversion Date or during such period, 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 per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice
electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000
principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be
deemed to be $1,000.


 






    58


     


    

 


(v)           
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 in respect of each $1,000 principal amount of Notes being converted a number of shares of
Common Stock equal to the Conversion Rate in effect on the Conversion Date;


 


(B)           
if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company
shall pay to the converting Holder in respect of each $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 25 consecutive Trading Days during the relevant 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
25 consecutive Trading Days during the relevant Observation Period.


 


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


 


(b)            Subject
to ‎Section 14.02(e),
before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (A) in the case
of a Global Note, comply with the Applicable Procedures of the Depositary in effect at that time and, if required, pay funds
equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section
14.02(h) and (B) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable, completed notice to
the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission
thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the
principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate
or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered,
(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer
documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents,
(4) if required, pay all transfer and similar taxes as set forth in ‎Section
14.02(d) and ‎Section 14.02(e) and (5) if required, pay funds equal to
interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section
14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this ‎Article
14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a
Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such
Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section
15.03. If a Holder submits its Notes for required repurchase, the Holder’s right to withdraw the Fundamental Change
Repurchase Notice and convert the Notes that are subject to repurchase will terminate at the close of business on the second
Business Day immediately preceding the relevant Fundamental Change Repurchase Date.


 






    59


     


    

 


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.
Any exercise by a Holder of its conversion rights in respect of a Note shall be irrevocable.


 


(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
or, at the Company’s option, before the third Business Day immediately following the relevant Conversion Date, if the Company
elects Physical Settlement (unless such Conversion Date is on or after the Regular Record Date immediately preceding the Maturity
Date, in which case the Company shall deliver the consideration due in respect of such Conversion Obligation on or, at the Company’s
option, before the Maturity Date), or on or, at the Company’s option, before the third 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.


 


(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 documentary,
stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith
as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder
of the old Notes surrendered for such conversion.


 






    60


     


    

 


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


 


(h)            Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth
below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to
pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion
Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed
to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash
and 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 after the close of business on the
Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after
a Regular Record Date and on or prior to the second Business Day immediately following the corresponding Interest Payment
Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or
prior to the second Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any
Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. Therefore, for the
avoidance of doubt, all Holders of record at the close of business on the Regular Record Date immediately preceding (i) the
Maturity Date, (ii) any Redemption Date described in clause (2) of the immediately preceding sentence and (iii) any
Fundamental Change Repurchase Date described in clause (3) of 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.


 






    61


     


    

 


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


 


(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 for the relevant Conversion
Date (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) (in the case of Physical Settlement)
or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement).
For each Note surrendered for conversion, if the Company has elected 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 relevant Observation
Period, and any fractional shares remaining after such computation shall be paid in cash.


 


Section 14.03.       
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes.
(a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its
Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase
the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional
Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with”
such Make-Whole Fundamental Change if (x) in the case of a Make-Whole Fundamental Change pursuant to clause (i) of the definition
thereof, the applicable Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental
Change up to, and including, the Business Day immediately prior to the related Fundamental Change 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”); and (y) in the case of a Make-Whole Fundamental Change pursuant to
clause (ii) of the definition thereof, the applicable Conversion Date occurs during the period from, and including, the date the
Company sends the Redemption Notice for the related redemption to, and including, the second Business Day immediately before the
related Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which
the Company pays the Redemption Price).


 






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


 


(c)           
The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference
to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (in the case of a
Make-Whole Fundamental Change pursuant to clause (i) of the definition thereof) or the date of the relevant Notice of Redemption
(in the case of a Make-Whole Fundamental Change pursuant to clause (ii) of the definition thereof) (in each case, the “Effective
Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock
in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in
a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash
amount paid per share. Otherwise, the Stock Price shall be 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. The Company 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 such term is used in ‎Section
14.04) or expiration date of the event occurs during such five consecutive Trading Day period. In the event that a conversion in
connection with a Make-Whole Fundamental Change as a result of a Notice of Redemption would also be deemed to be in connection
with a Make-Whole Fundamental Change constituting a Fundamental Change (or that would have constituted a Fundamental Change but
for the proviso in clause (b) of the definition thereof), a Holder of the Notes to be converted shall be entitled solely to a single
increase to the Conversion Rate with respect to the first to occur of the applicable date of the Notice of Redemption or the Effective
Date of the applicable Make-Whole Fundamental Change constituting a Fundamental Change (or that would have constituted a Fundamental
Change but for the proviso in clause (b) of the definition thereof).


 


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


 






    63


     


    

 


(e)           
The following table sets forth the number of Additional Shares of Common Stock 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 set forth below:


 


	 	 	Stock Price	 
	Effective Date	 	$179.54	 	$200.00	 	$220.00	 	$242.38	 	$280.00	 	$315.09	 	$350.00	 	$400.00	 	$450.00	 	$500.00	 	$600.00	 	$700.00	 	$800.00	 	$900.00	 
	May 19, 2020	 	1.4439	 	 	1.2192	 	 	1.0214	 	 	0.8484	 	 	0.6361	 	 	0.4969	 	 	0.3950	 	 	0.2904	 	 	0.2174	 	 	0.1650	 	 	0.0969	 	 	0.0568	 	 	0.0320	 	 	0.0162	 
	June 1, 2021	 	1.4439	 	 	1.2192	 	 	1.0202	 	 	0.8407	 	 	0.6224	 	 	0.4807	 	 	0.3780	 	 	0.2739	 	 	0.2024	 	 	0.1516	 	 	0.0870	 	 	0.0500	 	 	0.0277	 	 	0.0138	 
	June 1, 2022	 	1.4439	 	 	1.2192	 	 	1.0076	 	 	0.8216	 	 	0.5978	 	 	0.4546	 	 	0.3522	 	 	0.2501	 	 	0.1812	 	 	0.1333	 	 	0.0738	 	 	0.0410	 	 	0.0218	 	 	0.0104	 
	June 1, 2023	 	1.4439	 	 	1.2079	 	 	0.9821	 	 	0.7891	 	 	0.5602	 	 	0.4166	 	 	0.3159	 	 	0.2178	 	 	0.1535	 	 	0.1098	 	 	0.0576	 	 	0.0302	 	 	0.0150	 	 	0.0064	 
	June 1, 2024	 	1.4439	 	 	1.1770	 	 	0.9384	 	 	0.7374	 	 	0.5042	 	 	0.3623	 	 	0.2657	 	 	0.1751	 	 	0.1182	 	 	0.0811	 	 	0.0391	 	 	0.0185	 	 	0.0080	 	 	0.0026	 
	June 1, 2025	 	1.4439	 	 	1.1201	 	 	0.8638	 	 	0.6528	 	 	0.4176	 	 	0.2823	 	 	0.1955	 	 	0.1193	 	 	0.0750	 	 	0.0482	 	 	0.0203	 	 	0.0080	 	 	0.0024	 	 	0.0002	 
	June 1, 2026	 	1.4439	 	 	1.0171	 	 	0.7276	 	 	0.5012	 	 	0.2730	 	 	0.1606	 	 	0.0984	 	 	0.0519	 	 	0.0289	 	 	0.0167	 	 	0.0056	 	 	0.0015	 	 	0.0001	 	 	0.0000	 
	June 1, 2027	 	1.4439	 	 	0.8742	 	 	0.4196	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 



 


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


 


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


 


(ii)           
if the Stock Price is greater than $900.00 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


 


(iii)           
if the Stock Price is less than $179.54 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 per $1,000 principal amount of Notes exceed 5.5697 shares of Common Stock, subject to adjustment in the same manner, at the
same time and for the same events as the Conversion Rate pursuant to ‎Section
14.04.


 


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


 






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


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend
                                                                              Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split
                                                                              or share combination, as applicable;



 


	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date
                                                                              or Effective Date, as applicable;



 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on
                                                                              such Ex-Dividend Date or Effective Date, as applicable (before giving effect to any such dividend or distribution); and



 


	OS1	=	the number of shares of Common Stock outstanding immediately after the open of business on
                                                                              such Ex-Dividend Date or Effective Date, immediately after, and solely as a result of, giving effect (or, in the case of a
                                                                              dividend or distribution, pro forma effect) to such dividend, distribution, share split or share combination, as
                                                                              applicable.



 


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, or any share split or combination of the type described in this ‎Section
14.04(a) is announced but the outstanding shares of the Common Stock are not split or combined, as the case may be, the Conversion
Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution,
or not to split or combine the outstanding shares of the Common Stock, as the case may be, to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared or such share split or combination had not been announced.


 






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(b)            If
the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than a
distribution of rights pursuant to a stockholders rights plan) entitling them, for a period of not more than 45 calendar days
after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share
that is less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion
Rate shall be increased based on the following formula:


 





 


where,


 


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



 


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



 


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



 


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



 


	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided
by the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on,
and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.



 


Any increase made under this ‎Section
14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately
after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered
after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would
then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued or if no
such rights, options or warrants are exercised prior to their expiration, the Conversion Rate shall be decreased to the Conversion
Rate that would then be in effect if such Ex-Dividend Date for such issuance 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 of Common Stock to subscribe for
or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the
ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
of such issuance, 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 Company in good faith.


 






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(c)           
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common
Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to ‎Section
14.04(a) or ‎Section 14.04(b), (ii) rights issued under a stockholders rights
plan (except as set forth below) (iii) dividends or distributions paid exclusively in cash as to which the provisions set forth
in ‎Section 14.04(d) shall apply, (iv) distributions of Reference Property upon
conversion of, or in exchange for, Common Stock in a Merger Event, and (v) 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 of the Company or rights, options or warrants to acquire Capital Stock or other securities,
the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


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




 


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




 


	SP0	=	the
    average of the Last Reported Sale Prices of the Common Stock over the ten 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 Company in good faith) of the Distributed Property with respect to each outstanding
share of the Common Stock on the Ex-Dividend Date for such distribution.



 


Any increase made under the portion of this ‎Section
14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution.
If such distribution is not so paid or made the Conversion Rate shall be decreased to the Conversion Rate that would then be
in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above)
is equal to or greater than “SP0” (as defined above), then in lieu of the foregoing increase, each
Holder of a Note shall receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the
same terms as holders of the 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 Record Date for the distribution. If the Company determines the “FMV” (as defined above) of any distribution
for purposes of this ‎Section 14.04(c) by reference to
the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the
same period used in computing the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 






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


 


 


 


where,


 


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



 


	CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;



 


	FMV	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common
Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set
forth in ‎Section 1.01 as if references therein to Common
Stock were to such Capital Stock or similar equity interest) over the first ten consecutive Trading Day period after, and including,
the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and



 


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



 


For purposes of the foregoing, “FMV” will be determined
by reference to (i) the actual trading market for the Capital Stock or similar equity interest to be distributed in the Spin-Off
or (ii) for any Trading Day in the Valuation Period as of which such Capital Stock or similar equity interest has not commenced
trading in the actual trading market for such security, the when-issued trading market for such security, as applicable.


 


The adjustment to the Conversion Rate under the preceding
formula shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in
respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during
the Valuation Period, the reference to “ten” in the preceding formula shall be deemed replaced with such lesser
number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Conversion Date in determining
the Conversion Rate, and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is
applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the
Valuation Period, the reference to “ten” in the preceding formula shall be deemed replaced with such lesser
number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Trading Day in determining the
Conversion Rate as of such Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the tenth Trading Day
immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to
 “ten” or “tenth” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely
in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the
Ex-Dividend Date for such Spin-Off to, and including, the last Trading Day of such Observation Period. If the distribution
constituting the Spin-Off is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would be
in effect if such distribution had not been declared.


 






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


 






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


 


(A)       a
dividend or distribution of 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”),


 


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


 


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


 





 


where,


 


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



 


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



 


	SP0	=	the Last Reported Sale Price of the 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 such holders of the Common Stock.



 






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


 


(e)           
If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock (other
than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), if the cash and value of
any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices
of the Common Stock over the ten 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 Conversion Rate shall be increased
based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the tenth Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;



 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;



 


	AC	=	the aggregate value of all cash and any other consideration (as determined by the Company in good faith) paid or payable for shares
of Common Stock purchased in such tender or exchange offer;



 


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



 


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



 


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



 






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The increase to the Conversion Rate under this ‎Section
14.04(e) shall occur at the close of business on the tenth Trading
Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided
that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs
during the ten Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender
or exchange offer, references to “ten” or “tenth” in the preceding paragraph shall be deemed replaced with
such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Conversion
Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination
Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within
the ten Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or
exchange offer, references to “ten” or “tenth” in the preceding paragraph shall be deemed replaced with
such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Trading
Day in determining the Conversion Rate as of such Trading Day. In addition, if the Trading Day next succeeding the date such tender
or exchange offer expires is after the tenth Trading Day immediately preceding, and including, the end of any Observation Period
in respect of a conversion of Notes, references to “ten” or “tenth” in the preceding paragraph and this
paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days
as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including,
the last Trading Day of such Observation Period. If such tender or exchange offer is not consummated (including as a result of
being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares
of Common Stock in such tender or exchange offer are rescinded, the Conversion Rate shall be decreased to the Conversion Rate that
would be in effect if the expiration date for such tender or exchange offer had not occurred.


 


(f)            
Notwithstanding this ‎Section 14.04 or any other provision of this Indenture
or the Notes, if a Conversion Rate adjustment for any event 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 shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise
to such adjustment.


 


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


 






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(h)           
In addition to those adjustments required by clauses ‎(a), ‎(b),
‎(c), ‎(d) and ‎(e)
of this ‎Section 14.04, and to the extent permitted by applicable law and subject
to the applicable rules and/or listing standards of any exchange on which any of the Company’s securities are then listed,
the Company from time to time may (but is not required to) increase the Conversion Rate by any amount for a period of at least
20 Business Days if the Company 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 and/or listing standards of any exchange on which any of
the Company’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid
or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution
of shares 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 deliver to the Holder of each Note a notice of the increase
at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion
Rate and the period during which it will be in effect.


 


(i)            
Except as described above and under ‎Section 14.03, the Conversion Rate
will not be required to be adjusted for any transaction or event. Without limiting the foregoing, the Conversion Rate will not
be required to be adjusted:


 


(i)           
upon the issuance of Common Stock at a price below the Conversion Price or otherwise;


 


(ii)           
on account of share repurchases that are not tender offers referred to in ‎Section
14.04(e) above, including structured or derivative transactions, or pursuant to a share repurchase program or otherwise;


 


(iii)           
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;


 


(iv)           
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;


 


(v)           
upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable
or convertible security not described in clause (iv) of this subsection and outstanding as of the date the Notes were first issued
(other than any rights plan the Company may have in effect);


 


(vi)           
for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries
as described in ‎Section 14.04(e) above;


 






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


 


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


 


(j)            
All calculations and other determinations under this ‎Article 14 shall
be made by the Company and shall be made to the nearest 1/10,000th of a share. The Company shall not be required to make an adjustment
in the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate. However, the Company
shall carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried forward adjustments (1)
upon conversion of any Note (x) if Cash Settlement or Combination Settlement is applicable to such conversion, on each Trading
Day in the Observation Period for such conversion and (y) if Physical Settlement is applicable to such conversion, on the relevant
Conversion Date, (2) on the date the Company delivers any Notice of Redemption and (3) on each anniversary of the original issue
date of the Notes, in each case, without duplication and regardless of whether the aggregate adjustment is less than 1%.


 


(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. 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 Company
shall make adjustments in its good faith judgment to each to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the
case may be, 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.


 


For the avoidance of doubt, the
adjustments made pursuant to the foregoing paragraph will be made solely to the extent the Company determines, in its good
faith judgment, that any such adjustment is appropriate to account for any such adjustment, without duplication of any
adjustment made pursuant to the provisions set forth under ‎Section
14.04.


 






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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 delivery of the maximum number of Additional Shares pursuant to ‎Section
14.03 and 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 were applicable).


 


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


 


(a)           
In the case of:


 


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


 


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


 


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


 


(iv)           
any statutory share exchange,


 


in each case, as a result of which the Common
Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any
combination thereof) (any such event, a “Merger Event”), then, at 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(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however,
that at and after the effective time of the Merger Event (A) the Company shall continue to have the right to elect Physical
Settlement, Cash Settlement or Combination Settlement with respect to conversions, 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 received in such Merger Event, (III) the Daily VWAP shall be calculated based on the value of a unit
of Reference Property and (IV) the conditions to conversion described in ‎Section
14.01 will be determined as if each reference to a share of Common Stock were instead a reference to a unit of Reference
Property.


 






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If the Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part
upon any form of stockholder election), then (i) the Reference Property will be deemed to be the weighted average of the types
and amounts of consideration 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 will notify Holders, the Trustee and the Conversion Agent of the composition of the unit of Reference Property
as soon as reasonably practicable after such determination is made. If the holders of the Common Stock receive only cash in such
Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event
(A) the consideration due upon conversion of each $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 cash price paid per share of Common Stock in such Merger Event and (B) the Company shall satisfy
the Conversion Obligation by paying cash to converting Holders on or before the tenth Business Day immediately following the relevant
Conversion Date.


 


The supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as possible to the adjustments provided for in this ‎Article
14 in a manner that the Company reasonably deems appropriate to preserve
the economic interests of Holders. If, in the case of any Merger Event, the Reference Property includes shares of stock,
securities or other property or assets of a Person other than the Company or the successor or purchasing corporation, as the case
may be, in such transaction, such other Person will also execute such supplemental indenture, and such supplemental indenture shall
contain such additional provisions to protect the interests of the Holders of the Notes, including the right of Holders to require
the Company to repurchase their Notes upon a Fundamental Change as described in ‎Section
15.02 below, as the Company shall consider necessary by reason of the
foregoing.


 


(b)            When
the Company executes 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 a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto
and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The
Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days
after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental
indenture.


 






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(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 to convert its Notes into cash, shares of Common Stock
or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section
14.01 and ‎Section 14.02,
prior to the effective date of such Merger Event.


 


(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 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 of Common
Stock 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 use reasonable best efforts to list and keep listed, so long as the Common Stock shall
be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.


 


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


 






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


 


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


 


(b)           
Merger Event; or


 


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


 


then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 10 days
prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose
of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of
Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii)
the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event,
dissolution, liquidation or winding-up.


 


Section 14.11.        Stockholder
Rights Plans. If 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 the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may
be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if,
prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions
of the applicable stockholder rights plan, and only in such case, the Conversion Rate shall be adjusted at the time of
separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as
provided in ‎Section 14.04(c), subject to readjustment in the event of the
expiration, termination or redemption of such rights.


 






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Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01.       
[Intentionally Omitted].


 


Section 15.02.       
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to
the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash
all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple
of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less
than 20 or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the relevant
Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless such Fundamental Change
Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the
Company shall instead pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to Holders of record
at the close of business as of such Regular Record Date, and the relevant Fundamental Change Repurchase Price shall be equal to
100% of the principal amount of Notes to be repurchased pursuant to this ‎Article
15. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable
law as a result of changes to such applicable law occurring after the date of this Indenture.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.


 


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


 


The Paying Agent (if other than the Company)
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 and the Trustee and Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental
Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right
at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail
or, in the case of Global Notes, such notice shall be delivered in accordance with the Applicable Procedures. Each Fundamental
Change Company Notice shall specify:


 


(i)           
the event or events giving rise to the Fundamental Change;


 


(ii)          
whether the fundamental change also constitutes a Make-Whole Fundamental Change;


 


(iii)          
the effective date of the Fundamental Change;


 


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


 


(v)           
the Fundamental Change Repurchase Price;


 


(vi)          
the Fundamental Change Repurchase Date;


 


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


 






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


 


(ix)           
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


 


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


 


Notwithstanding the foregoing, in the case
of a Fundamental Change described in clause (a) and/or (b) of the definition thereof, the Company will not be required to repurchase,
or to make an offer to repurchase, the Notes upon a Fundamental Change to the extent, and solely to the extent, that the other
party to such Fundamental Change (or its Affiliate) (i) makes such offer in the same manner, at the same time and otherwise in
compliance with the requirements for an offer made by the Company as set forth above (including, without limitation, the requirement
to comply with applicable securities laws), and (ii) such party purchases all Notes properly surrendered and not validly withdrawn
under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the
Company as set forth herein (including, without limitation, the requirement to pay the applicable Fundamental Change Repurchase
Price on the later of the applicable Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the
relevant Notes); provided that the Company will continue to be obligated to (x) deliver the applicable Fundamental Change
Company Notice to the Holders, the Trustee and the Paying Agent (which Fundamental Change Company Notice, in addition to the requirements
set forth above, will state that such party will make such an offer to purchase the Notes), (y) comply with applicable securities
laws in connection with any such purchase and (z) pay the applicable Fundamental Change Repurchase Price on the later of the applicable
Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the relevant Notes in the event such party
fails to make such payment in such amount at such time. The provisions of this paragraph will be limited to the matters set forth
above and shall not be deemed or otherwise construed to (a) limit any of the Company’s obligations under this Indenture or
the Notes (except solely to the extent expressly set forth in this paragraph and subject to the conditions set forth above in this
paragraph) or (b) prejudice any right, power or remedy which the Trustee or Holders may then have or may have in the future under
or in connection with this Indenture or the Notes.


 


Notwithstanding the foregoing, the Company
will not be required to give such notice or repurchase the Notes as described above upon a Fundamental Change pursuant to clause
(b) of the definition thereof (or a Fundamental Change pursuant to clause (b) which also results in a Fundamental Change pursuant
to clause (a)) if (1) such Fundamental Change results in the Notes becoming convertible (pursuant to the provisions described above
in ‎Section 14.07) into an amount of cash per Note greater
than the Fundamental Change Repurchase Price (assuming the maximum amount of accrued interest would be payable based on the latest
possible Fundamental Change Repurchase Date), and (2) the Company provides timely notice of the Holders’ right to convert
their Notes based on such Fundamental Change as described above in ‎Section
14.01(b)(iii). 


 






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


 


At the Company’s request delivered
at least two Business Days prior to the date the Fundamental Change Company Notice is to be sent, the Trustee shall give such notice
in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of
such Fundamental Change Company Notice shall be prepared by the Company.


 


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


 


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 Trustee and the Paying
Agent in accordance with this ‎Section 15.03 at any time prior to the close of
business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date, specifying:


 


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


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) in accordance with Applicable Procedures.


 






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


 


(b)           
If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Paying Agent holds money sufficient
to pay the relevant Fundamental Change Repurchase Price of the Notes on the relevant Fundamental Change Repurchase Date, then,
with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes
will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes
has been made or the Notes have been delivered to the Paying Agent) and (iii) all other rights of the Holders will terminate (other
than the right to receive the relevant Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest).


 


(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 upon a
Fundamental Change pursuant to this ‎Article 15, the Company will comply with
all applicable federal and state securities laws so as to permit the rights and obligations under this ‎Article
15 to be exercised in the time and in the manner specified in this ‎Article 15.


 


Article
16

Optional Redemption


 


Section 16.01.       
Optional Redemption. On or after June 5, 2024, and prior to the Maturity Date, the Company may redeem, for cash,
all or part of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Stock equals or exceeds 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 the Notice of Redemption in accordance with ‎Section
16.02.


 






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Section 16.02.       
Notice of Redemption; Selection of Notes. (a) In case the Company exercises its right to redeem all or any part of the
Notes pursuant to ‎Section 16.01, it shall fix a date for redemption (each,
a “Redemption Date”) and it shall deliver or cause to be delivered a notice of such redemption (a “Notice
of Redemption”) not less than 30 or more than 40 Scheduled Trading Days prior to the Redemption Date to the Trustee,
the Paying Agent (if other than the Trustee) and each Holder. However, if, in accordance with ‎Section
14.02(a)(iii), the Company elects to settle all conversions with a Conversion Date that occurs on or after such date of the Notice
of Redemption and before the related Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption
Date that is a Business Day not less than 15 or more than 60 calendar days after the date the Company sends such Notice of Redemption.
The Redemption Date must be a Business Day. The Company shall not specify a Redemption Date that falls on or after the 27th Scheduled
Trading Day immediately preceding the Maturity Date.


 


(b)           
Each Notice of Redemption shall specify:


 


(i)           
the Redemption Date;


 


(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 the Redemption Date unless the Company defaults in the payment of the Redemption
Price;


 


(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 prior to the close of business on the second Business
Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder may
convert such Notes until the date on which the Redemption Price has been paid or duly provided for);


 


(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 Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date
of such Redemption Notice and on or prior to the second Business Day immediately preceding the related Redemption Date;


 


(ix)           
the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness
or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and


 






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(x)           
if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that upon surrender
of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued.


 


A Notice of Redemption shall be irrevocable. At the Company’s
prior written request, the Trustee shall give the Notice of Redemption in the Company’s name and at its expense; provided,
however, that the Company shall have delivered to the Trustee not later than the close of business two Business Days prior
to the date the Notice of Redemption is to be sent (unless a shorter period shall be satisfactory to the Trustee), an Officer’s
Certificate and a Company Order requesting that the Trustee give such Notice of Redemption together with the Notice of Redemption
to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Notice of Redemption,
if given 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 Notice of Redemption or any defect in the Notice of Redemption 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)           
If fewer than all of the outstanding Notes are to be redeemed pursuant to ‎Section
16.01, (i) if the Notes to be redeemed are Physical Notes, the Trustee shall select the Notes or portions thereof to be redeemed
(in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) by lot, pro rata or by another method
the Trustee considers to be fair and appropriate, and (ii) if the Notes to be redeemed are Global Notes, the Notes to be redeemed
will be selected in accordance with the Applicable Procedures. 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
the portion selected for redemption.


 


Section 16.03.       
Payment of Notes Called for Redemption. (a) If any Notice of Redemption 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 Notice of Redemption and at the applicable Redemption Price. On presentation
and surrender of the Notes at the place or places stated in the Notice of Redemption, the Notes shall be paid and redeemed by the
Company at the applicable Redemption Price.


 


(b)           
Prior to 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent or, if
the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in ‎Section
7.05 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 on the Redemption Date for such Notes. 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).


 






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Section 16.05.       
Special Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant
to this ‎Article 16, and the Holder of any Note, or any owner of a beneficial
interest in any Global Note, is reasonably not able to determine, in good faith, before the close of business on the 27th Scheduled
Trading Day (or, if, in accordance with ‎Section 14.02(a)(iii), the Company irrevocably
elects Physical Settlement for all conversions with a Conversion Date that occurs on or after the date of the related Notice of
Redemption and before the related Redemption Date, the tenth calendar 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, and each such conversion shall be deemed to be of a Note called for redemption for
purposes of this ‎Article 16 and ‎Section
14.01(b)(v) and ‎Section 14.03.


 


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 overnight courier or by being deposited postage prepaid by registered or certified mail
in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Teladoc Health, Inc.,
2 Manhattanville Road, Suite 203, Purchase, New York 10577; Attention: Chief Executive Officer. 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 or sent electronically in PDF format.


 






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The Trustee, by notice to the Company,
may designate additional or different addresses for subsequent notices or communications. The Trustee shall have the right,
but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other
similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions
on behalf of the Company or any Person. The Trustee shall have no duty or obligation to verify or confirm that the Person who
sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the
Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the
Company as a result of such reliance upon or compliance with such instructions or directions. The Company agrees to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including,
without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by
third parties.


 


Any notice or communication delivered or
to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid at its address as it appears
on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication
delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the Applicable Procedures and shall
be sufficiently given to it if so delivered within the time prescribed. Notwithstanding any other provision of this Indenture or
any Note, where this Indenture or any Note provides for notice of any event (including any Notice of Redemption or Fundamental
Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if
given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including
by electronic mail in accordance with Applicable Procedures.


 


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


 


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


 


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


 






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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 furnish
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such action is permitted by the terms
of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the original
issuance of Notes on the date hereof under this Indenture or (y) a redemption pursuant to ‎Article
16.


 


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


 


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


 


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


 


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


 






    88


     


    

 


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 the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder,
if such successor corporation or other entity is otherwise eligible under this ‎Section
17.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating
agent or such successor corporation or other entity.


 


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


 


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 addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the
following form:


 


	____________________________________________________________________________,	 




as Authenticating Agent, certifies
that this is one of the Notes described


in the within-named Indenture.


 






    89


     


    

 


	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, .pdf or other electronic means shall be deemed to be their original signatures for all purposes. Unless otherwise
provided herein, the words “execute,” “execution,” “signed” and “signature” and
words of similar import used in or related to any document to be signed in connection with this Indenture or any of the transactions
contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act and any other similar state laws based on the Uniform Electronic Transactions Act;
provided that, notwithstanding anything herein to the contrary, the Trustee is under no obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by
the Trustee.


 


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 TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 17.14.       
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, epidemics and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services or the unavailability of the Federal Reserve Bank wire, telex or other communication facility; 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.


 






    90


     


    

 


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 Stock Price, 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, Redemption Price and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith
and, absent manifest error, the Company’s calculations shall be final and binding on Holders. The Company shall provide
a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent
is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The
Trustee will forward the Company’s calculations to any Holder upon the request of that Holder at the sole cost and
expense of the Company. The Trustee (including in its capacities as Note Registrar, Paying Agent and Conversion Agent, as the
case may be) shall have no responsibility to determine the sale price of the Notes, Trading Price of the Notes, any
Settlement Amount, any adjustment or increase to the Conversion Rate or any circumstance under which any adjustment to the
Conversion Rate is required, whether any Fundamental Change has occurred, or whether the Notes are convertible pursuant to ‎Article
14.


 


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


 


Section 17.17.       
Withholding Taxes for Adjustments in Conversion Rate. Notwithstanding anything to the contrary contained in this
Indenture, if the Company (or an applicable withholding agent) pays withholding taxes on behalf of a Holder or beneficial owner
as a result of an adjustment to the Conversion Rate, the Company may, at its option, or an applicable withholding agent may, withhold
such taxes from payments of cash and shares of Common Stock on the Notes.


 


[Remainder of page intentionally left
blank]


  



    91


     


    




 


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


 


	 	TELADOC HEALTH, INC.
	 	 
	 	By:	/s/ Adam C. Vandervoort
	 	 	Name:	Adam C. Vandervoort
	 	 	Title:	Chief Legal Officer and Secretary


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Barry D. Somrock
	 	 	Name:	Barry D. Somrock
	 	 	Title:	Vice President


  



    1


     


    




 


 


 


 



 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


[THE OFFER AND SALE OF THIS SECURITY AND THE
SHARES OF 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 THIS SECURITY 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 TELADOC HEALTH, INC. (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 ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 






    1


     


    

 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT;



 


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



 


		(D)	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR



 


		(E)	PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED
SALE OR 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.]


 









    2


     


    

 


TELADOC HEALTH, INC.

1.25% Convertible Senior Note due 2027


 


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




 


CUSIP No. [_______]2


 


Teladoc Health, Inc.,
a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which
term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to [CEDE & CO.]3
[_______]4, or registered assigns,
the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]5
[of $[_______]]6, which amount, taken
together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $1,000,000,000
in aggregate at any time, in accordance with the rules and procedures of the Depositary, on June 1, 2027, and interest thereon
as set forth below.


 


This Note shall bear interest at the rate
of 1.25% per year from May 19, 2020, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until June 1, 2027. Interest is payable semi-annually in arrears on each June 1 and December
1, commencing on December 1, 2020 to Holders of record at the close of business on the preceding May 15 and November 15 (whether
or not such day is a Business Day), respectively. 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.
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, subject to the enforceability thereof under applicable law, from, and including, the
relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company in accordance
with ‎Section 2.03(c) of the Indenture.


 





 



 


1
Include if a global note.


2
If this note is a Restricted Security: this Note will be deemed to be identified by CUSIP No. 87918A AF2 from and after such time
when the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the
occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note, in each case,
in accordance with the Applicable Procedures of the Depositary.


3
Include if a global note.


4
Include if a physical note.


5
Include if a global note.


6
Include if a physical note.







 






    3


     


    

 


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


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 






    4


     


    

 


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


 


	 	TELADOC HEALTH, INC.
	 	By:	                  
	 	Name:
	 	Title:


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


	By:	                 	 
	Authorized Signatory	 




 






    5


     


    

 


[FORM OF REVERSE OF NOTE]


 


TELADOC HEALTH, INC.

1.25% Convertible Senior Note due 2027


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 1.25% Convertible Senior Notes due 2027 (the “Notes”), limited to
the aggregate principal amount of $1,000,000,000 all issued or to be issued under and pursuant to an Indenture dated as of May
19, 2020 (the “Indenture”), between the Company and Wilmington Trust, National Association (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


 


In case certain Events of Default shall
have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders
of at least 30% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


Subject to the terms and conditions of the
Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental
Change Repurchase Date (if applicable), the Redemption Price on any Redemption Date (if applicable) 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 existing and past
Default or Event of Default under the Indenture and its consequences.


 


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


 






    6


     


    

 


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


 


The Notes are subject to redemption on or
after June 5, 2024, in whole or in part, in accordance with the terms and subject to the conditions provided in the Indenture.
No sinking fund is provided for the Notes, and the notes will not be subject to defeasance.


 


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


 


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


 


The Company shall furnish to any Holder
upon written request and without charge a copy of the Indenture. Requests may be made to: Teladoc Health, Inc., 2 Manhattanville
Road, Suite 203, Purchase, New York 10577; Attention: Chief Executive Officer.


 






    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.


 









    8


     


    

 



 


SCHEDULE A7


 


SCHEDULE OF EXCHANGES OF NOTES



TELADOC HEALTH, INC.

1.25% Convertible Senior Notes due 2027


 


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 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 



 





 



 


7
Include if a global note.


 






     9


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


TELADOC HEALTH, INC.

1.25% Convertible Senior Notes due 2027


 


	To: 	Wilmington Trust, National Association




50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402


Attention: Teladoc Health Notes Administrator


 


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



 






     1


     


    

 










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

$______,000
	 	 	NOTICE: The above signature(s) of the Holder(s) hereof

 must correspond with the name as written upon the face of

 the Note in every particular without alteration or 

enlargement or any change whatever.
	 	 	 
	 	 	_________________________
	 	 	Social Security or Other Taxpayer
	 	 	Identification Number










 






     2


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


TELADOC HEALTH, INC.

1.25% Convertible Senior Notes due 2027


 


	To: 	Wilmington Trust, National Association




50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402


Attention: Teladoc Health Notes Administrator


 


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







 






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ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


TELADOC HEALTH, INC.

1.25% Convertible Senior Notes due 2027


 


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


 


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


 


	 ̈	To Teladoc Health, Inc. or a subsidiary thereof; or




 


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




 


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




 


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




 






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







 


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


 






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EXHIBIT B


 


[COMPANY LETTERHEAD]


 


1.25% Convertible Senior
Notes due 2027


 


Free Transferability
Certificate


 


[            ],
20[            ]


 


	To: 	Wilmington Trust, National Association




50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402


Attention: Teladoc Health Notes Administrator


 


Re: Teladoc Health, Inc., 1.25% Convertible
Senior Notes due 2027


 


Dear Sir/Madam:


 


Whereas the 1.25% Convertible
Senior Notes due 2027 (the “Notes”) have become freely tradable without restrictions by non-affiliates of Teladoc
Health, Inc. (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, dated as of May 19, 2020 (the “Indenture”), between the Company and Wilmington
Trust, National Association, as trustee (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 legends described in Section 2.05(c) of the Indenture and set forth on the Notes
shall be deemed removed from the Global Notes (as defined in the Indenture), in accordance with the terms and conditions of the
Notes and as provided in the Indenture, upon compliance with the Applicable Procedures of the Depositary; and



 


		(ii)	the restricted CUSIP number for the Notes (87918A AE5) shall be deemed removed from the Global
Notes and replaced with the unrestricted CUSIP number set forth therein (87918A AF2), in accordance with the terms and conditions
of the Notes and as provided in the Indenture, upon compliance with the Applicable Procedures of the Depositary.



 


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


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	Teladoc Health, Inc.
	 	 
	 	 
	 	By: 	 
	 	Name:   	 
	 	Title:	 




 






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