Exhibit
4.2


 


EXECUTION
VERSION







 


 


 


PENN
NATIONAL GAMING, INC.


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


 


as
Trustee


 







 



 


FIRST
SUPPLEMENTAL INDENTURE


 


Dated
as of May 14, 2020


 







 



 


2.75%
Convertible Senior Notes due 2026


 


 


 






    	 	 	 



     


    

 


CROSS
REFERENCE TABLE*


 





	   Trust
    

    Indenture 

         Act 

      Section	Indenture
    

    Section
	310
    	(a)(1)	N/A
	 	(a)(2)	N/A
	 	(a)(3)	N/A
	 	(a)(4)	N/A
	 	(a)(5)	N/A
	 	(b)	N/A
	 	(c)	N/A
	311
    	(a)	N/A
	 	(b)	N/A
	 	(c)	N/A
	312
    	(a)	2.08
	 	(b)	N/A
	 	(c)	N/A
	313
    	(a)	N/A
	 	(b)(1)	N/A
	 	(b)(2)	N/A
	 	(c)	N/A
	 	(d)	N/A
	314
    	(a)	3.02(A)
	 	(b)	N/A
	 	(c)(1)	10.02(A)
	 	(c)(2)	10.02(B)
	 	(c)(3)	N/A
	 	(d)	N/A
	 	(e)	10.02(A),
    10.02(B)
	 	(f)	N/A
	315
    	(a)	N/A
	 	(b)	N/A
	 	(c)	N/A
	 	(d)	N/A
	 	(e)	7.12
	316
    	(a)
    (last sentence)	2.15
	 	(a)(1)(A)	7.06
	 	(a)(1)(B)	7.05
	 	(a)(2)	N/A
	 	(b)	7.08
	 	(c)	N/A
	317
    	(a)(1)	7.09
	 	(a)(2)	7.10
	 	(b)	2.07



 






    - i
                                                                                      -


     


    

 





	   Trust 

Indenture 

      Act 

   Section	Indenture 

Section







	318
    	(a)	N/A
	 	(b)	10.17
	 	(c)	N/A







 


N/A
means not applicable.


*
This Cross Reference Table is not part of the Indenture.


 









    - ii
                                                                                      -


     


    

 





TABLE
OF CONTENTS


 





	 	 	Page
	Article
    1.   Definitions; Rules of Construction; Scope and Interpretation of Base Indenture	1
	 	 	 
	Section
    1.01.	Definitions.	1
	Section
    1.02.	Other
    Definitions.	11
	Section
    1.03.	Rules
    of Construction.	12
	Section
    1.04.	Interpretation;
    Scope of Supplemental Indenture; Supersession of Base Indenture.	13
	 	 	 
	Article
    2.   The Notes	13
	 	 	 
	Section
    2.01.	Form,
    Dating and Denominations.	13
	Section
    2.02.	Execution,
    Authentication and Delivery.	14
	Section
    2.03.	Initial
    Notes and Additional Notes.	14
	Section
    2.04.	Method
    of Payment.	15
	Section
    2.05.	Accrual
    of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.	15
	Section
    2.06.	Registrar,
    Paying Agent and Conversion Agent.	16
	Section
    2.07.	Paying
    Agent and Conversion Agent to Hold Property in Trust.	17
	Section
    2.08.	Holder
    Lists.	17
	Section
    2.09.	Legends.	17
	Section
    2.10.	Transfers
    and Exchanges; Certain Transfer Restrictions.	18
	Section
    2.11.	Exchange
    and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.	21
	Section
    2.12.	Replacement
    Notes.	22
	Section
    2.13.	Registered
    Holders; Certain Rights with Respect to Global Notes.	23
	Section
    2.14.	Cancellation.	23
	Section
    2.15.	Notes
    Held by the Company or its Affiliates.	23
	Section
    2.16.	Temporary
    Notes.	23
	Section
    2.17.	Outstanding
    Notes.	24
	Section
    2.18.	Repurchases
    by the Company.	25
	Section
    2.19.	CUSIP
    and ISIN Numbers.	25
	 	 	 
	Article
    3.   Covenants	25
	 	 	 
	Section
    3.01.	Payment
    on Notes.	25
	Section
    3.02. 	Exchange
    Act Reports.	25
	Section
    3.03.	Compliance
    and Default Certificates.	26
	Section
    3.04.	Stay,
    Extension and Usury Laws.	26
	Section
    3.05.	Corporate
    Existence.	26
	 	 	 
	Article
    4.   Repurchase and Redemption	26
	 	 	 
	Section
    4.01.	No
    Sinking Fund.	26
	Section
    4.02.	Right
    of Holders to Require the Company to Repurchase Notes upon a Fundamental Change.	27
	Section
    4.03.	Right
    of the Company to Redeem the Notes.	31







 









    - i -


     


    

 





	Article
    5.   Conversion	34
	 	 	 
	Section
    5.01.	Right
    to Convert.	34
	Section
    5.02.	Conversion
    Procedures.	36
	Section
    5.03.	Settlement
    upon Conversion.	38
	Section
    5.04.	Reserve
    and Status of Common Stock Issued upon Conversion.	41
	Section
    5.05.	Adjustments
    to the Conversion Rate.	42
	Section
    5.06.	Voluntary
    Adjustments.	52
	Section
    5.07.	Adjustments
    to the Conversion Rate in Connection with a Make-Whole Fundamental Change.	53
	Section
    5.08.	Exchange
    in Lieu of Conversion.	54
	Section
    5.09.	Effect
    of Common Stock Change Event.	55
	 	 	 
	Article
    6.   Successors	57
	 	 	 
	Section
    6.01.	When
    the Company May Merge, Etc.	57
	Section
    6.02.	Successor
    Entity Substituted.	57
	 	 	 
	Article
    7.   Defaults and Remedies	58
	 	 	 
	Section
    7.01.	Events
    of Default.	58
	Section
    7.02.	Acceleration.	59
	Section
    7.03.	Sole
    Remedy for a Failure to Report.	60
	Section
    7.04.	Remedies
    Cumulative.	61
	Section
    7.05.	Waiver
    of Past Defaults.	61
	Section
    7.06.	Control
    by Majority.	61
	Section
    7.07.	Limitation
    on Suits.	62
	Section
    7.08.	Absolute
    Right of Holders to Receive Payment and Conversion Consideration and to Institute Suit for the Enforcement of such Right.	62
	Section
    7.09.	Collection
    Suit by Trustee.	63
	Section
    7.10.	Trustee
    May File Proofs of Claim.	63
	Section
    7.11.	Priorities.	63
	Section
    7.12.	Undertaking
    for Costs.	64
	 	 	 
	Article
    8.   Amendments, Supplements and Waivers	64
	 	 	 
	Section
    8.01.	Without
    the Consent of Holders.	64
	Section
    8.02.	With
    the Consent of Holders.	65
	Section
    8.03.	Notice
    of Amendments, Supplements and Waivers.	66
	Section
    8.04.	Revocation,
    Effect and Solicitation of Consents; Special Record Dates; Etc.	66
	Section
    8.05.	Notations
    and Exchanges.	67
	Section
    8.06.	Trustee
    to Execute Supplemental Indentures.	67
	 	 	 
	Article
    9.   Satisfaction and Discharge	67
	 	 	 
	Section
    9.01.	Termination
    of Company’s Obligations.	67
	Section
    9.02.	Repayment
    to Company.	68
	Section
    9.03.	Reinstatement.	68







 






    - ii -


     


    

 





	Article
    10.   Trustee	69
	 	 	 
	Section
    10.01.	Duties
    of the Trustee.	69
	Section
    10.02.	Rights
    of the Trustee.	70
	Section
    10.03.	Individual
    Rights of the Trustee.	71
	Section
    10.04.	Trustee’s
    Disclaimer.	71
	Section
    10.05.	Notice
    of Defaults.	71
	Section
    10.06.	Compensation
    and Indemnity.	71
	Section
    10.07.	Replacement
    of the Trustee.	72
	Section
    10.08.	Successor
    Trustee by Merger, Etc.	73
	Section
    10.09.	Eligibility;
    Disqualification.	74
	 	 	 
	Article
    11.   Miscellaneous	74
	 	 	 
	Section
    11.01.	Notices.	74
	Section
    11.02.	Delivery
    of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.	75
	Section
    11.03.	Statements
    Required in Officer’s Certificate and Opinion of Counsel.	76
	Section
    11.04.	Rules
    by the Trustee, the Registrar and the Paying Agent.	76
	Section
    11.05.	No
    Personal Liability of Directors, Officers, Employees and Stockholders.	76
	Section
    11.06.	Governing
    Law; Waiver of Jury Trial.	76
	Section
    11.07.	Submission
    to Jurisdiction.	77
	Section
    11.08.	No
    Adverse Interpretation of Other Agreements.	77
	Section
    11.09.	Successors.	77
	Section
    11.10.	Force
    Majeure.	77
	Section
    11.11.	U.S.A.
    PATRIOT Act.	77
	Section
    11.12.	Calculations.	78
	Section
    11.13.	Severability.	78
	Section
    11.14.	Counterparts.	78
	Section
    11.15.	Table
    of Contents, Headings, Etc.	78
	Section
    11.16.	Withholding
    Taxes.	78
	Section
    11.17.	Trust
    Indenture Act Controls.	79
	 	 	 
	Exhibits	 
	 	 	 
	Exhibit
    A: Form of Note	A-1
	 	 	 
	Exhibit
    B: Form of Global Note Legend	B1-1




 






    - iii -


     


    

 



 


FIRST
SUPPLEMENTAL INDENTURE, dated as of May 14, 2020, between Penn National Gaming, Inc., a Delaware corporation, as issuer (the
 “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the
Base Indenture (as defined below).


 


This
Supplemental Indenture (as defined below) is being executed and delivered pursuant to Section 2.2 of the Base Indenture to establish
the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s
2.75% Convertible Senior Notes due 2026 (the “Notes”).


 


Each
party to this Supplemental Indenture agrees as follows for the benefit of the other party and for the equal and ratable benefit
of the Holders (as defined below) of the Company’s Notes.


 


Article
1.         Definitions;
Rules of Construction; SCOPE AND INTERPRETATION OF BASE INDENTURE


 


Section
1.01.     Definitions.


 


Subject
to the last paragraph of Section 1.03, capitalized terms used in this Supplemental Indenture without definition have the respective
meanings ascribed to them in the Base Indenture. For purposes of the Notes, the following additional definitions will apply and
supersede any conflicting definitions in the Base Indenture.


 


“Affiliate”
has the meaning set forth in Rule 144 as in effect on the Issue Date.


 


“Authorized
Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof.


 


“Bankruptcy
Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.


 


“Base
Indenture” means that certain Indenture, dated as of May 14, 2020, between the Company and the Trustee.


 


“Bid
Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section
5.01(C)(i)(2) and the definition of “Trading Price.” The initial Bid Solicitation Agent as of the Issue Date will
be the Company; provided, however, that the Company may appoint any other Person (including any of the Company’s
Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice.


 


“Board
of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf
of such board.


 


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


 









     - 1 -


     


    

 


“Capital
Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations
in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible
into such equity.


 


“Close
of Business” means 5:00 p.m., New York City time.


 


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


 


“Common
Stock” means the common stock, $0.01 par value per share, of the Company, subject to Section 5.09.


 


“Company”
has the meaning set forth in the first paragraph of this Supplemental Indenture and, subject to Article 6, its successors
and assigns.


 


“Company
Order” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to
the Trustee.


 


“Conversion
Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A)
to convert such Note are satisfied, subject to Section 5.03(C).


 


“Conversion
Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion
Rate in effect at such time.


 


“Conversion
Rate” initially means 42.7350 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
the Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.


 


“Conversion
Share” means any share of Common Stock issued or issuable upon conversion of any Note.


 


“Daily
Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount;
and (B) the Daily Conversion Value for such VWAP Trading Day.


 


“Daily
Conversion Value” means, with respect to any VWAP Trading Day, one-fortieth (1/40th) of the product of (A) the Conversion
Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily
Maximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified
Dollar Amount applicable to such conversion by (B) forty (40).


 


“Daily
Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any,
of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for
such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily
Conversion Value does not exceed such Daily Maximum Cash Amount.


 






     - 2 -


     


    

 


“Daily
VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed
under the heading “Bloomberg VWAP” on Bloomberg page “PENN <EQUITY> AQR” (or, if such page is not
available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable,
the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method,
by a nationally recognized independent investment banking firm selected by the Company, which may include any of the Underwriters).
The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.


 


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


 


“Default
Settlement Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however, that the Company may, from time to time, change the Default Settlement Method by sending
written notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent (if other than the Trustee).


 


“Depositary”
means The Depository Trust Company or its successor.


 


“Depositary
Participant” means any member of, or participant in, the Depositary.


 


“Depositary
Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any
beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.


 


“Ex-Dividend
Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which 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 (including pursuant to due bills or otherwise) as determined by such exchange or market.
For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock
under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 






     - 3 -


     


    

 


“Fundamental
Change” means any of the following events:


 


(A)       a
 “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company
or the Company’s Wholly Owned Subsidiaries, or any employee benefit plans of the Company or its Wholly Owned Subsidiaries,
has become the direct or indirect “beneficial owner” (as defined below) of shares of the Common Stock representing
more than fifty percent (50%) of the voting power of all of the Company’s Common Stock;


 


(B)       the
consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the
Company’s Wholly Owned Subsidiaries; or (ii) any share exchange, exchange offer, tender offer, consolidation or merger of
the Company or other similar transaction or series of related transactions, in each case pursuant to which all of the Common Stock
is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property;
provided, however, that any share exchange, exchange offer, tender offer, consolidation or merger of the Company,
or other similar transaction or series of related transactions, pursuant to which the Persons that directly or indirectly “beneficially
owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly
or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes
of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof,
in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to
be a Fundamental Change pursuant to this clause (B);


 


(C)       the
Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or


 


(D)       the
Common Stock ceases to be listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market
(or any of their respective successors);


 


provided,
however, that a transaction or event described in clause (A) or (B) above will not constitute a Fundamental
Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding
cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists
of shares of common stock, ordinary shares or other common equity interests listed (or depositary receipts representing shares
of common stock, ordinary shares or other common equity interests, which depositary receipts are listed) on any of The New York
Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors), or that will
be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes
a Common Stock Change Event whose Reference Property consists of such consideration.


 


For
the purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B)(i)
or (ii) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause
(B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares
are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.


 






     - 4 -


     


    

 


“Fundamental
Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase
Upon Fundamental Change.


 


“Fundamental
Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change
Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements,
set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).


 


“Fundamental
Change Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon
Fundamental Change, calculated pursuant to Section 4.02(D).


 


“Global
Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered
in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with
the Trustee, as custodian for the Depositary or its nominee.


 


“Global
Note Legend” means a legend substantially in the form set forth in Exhibit B.


 


“Holder”
means a person in whose name a Note is registered on the Registrar’s books.


 


“Indenture”
means the Base Indenture, as amended by this Supplemental Indenture, and as the same may be further amended or supplemented from
time to time with respect to the Notes.


 


“Interest
Payment Date” means, with respect to a Note, each May 15 and November 15 of each year, commencing on November 15, 2020
(or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity
Date is an Interest Payment Date.


 


“Issue
Date” means May 14, 2020.


 


“Last
Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing
sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case,
the average of the average last bid prices and the average last ask prices per share) of the Common Stock on such Trading Day
as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock
is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then
the Last Reported Sale Price will be the last quoted bid price per share of the Common Stock on such Trading Day in the over-the-counter
market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day,
then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share
of the Common Stock on such Trading Day from a nationally recognized independent investment banking firm selected by the Company,
which may include the Underwriters. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported
Sale Price.


 






     - 5 -


     


    

 


“Make-Whole
Fundamental Change” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after
clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition); or
(B) the sending of a Redemption Notice pursuant to Section 4.03(F); provided, however, that, subject to Section
4.03(I), the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes
called for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.


 


“Make-Whole
Fundamental Change Conversion Period” has the following meaning:


 


(A)       in
the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the period from, and including,
the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty-fifth (35th)
Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes
a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date); and


 


(B)       in
the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and including,
the Redemption Notice Date for the related Redemption to, and including, the Business Day immediately before the related Redemption
Date;


 


provided,
however, that if the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section
4.03(I), to be called) for Redemption occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole
Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and
a Make-Whole Fundamental Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding
anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will be deemed
to occur solely during the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with the earlier
Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental
Change Effective Date will be deemed not to have occurred.


 


“Make-Whole
Fundamental Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A)
of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with
respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption
Notice Date.


 


“Market
Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending
at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market
on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options
contracts or futures contracts relating to the Common Stock.


 






     - 6 -


     


    

 


“Maturity
Date” means May 15, 2026.


 


“Note
Agent” means any Registrar, Paying Agent or Conversion Agent.


 


“Note
Security” means any Note or Conversion Share.


 


“Notes”
means the 2.75% Convertible Senior Notes due 2026 issued by the Company pursuant to the Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date
for such Note occurs before the Free Convertibility Date, the forty (40) consecutive VWAP Trading Days beginning on, and including,
the second (2nd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date
the Company has sent a Redemption Notice calling such Note for Redemption pursuant to Section 4.03(F) and before the related
Redemption Date, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty-first (41st) Scheduled Trading
Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs on or
after the Free Convertibility Date, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty-first
(41st) Scheduled Trading Day immediately before the Maturity Date.


 


“Officer”
means the Chief Executive Officer, the Chief Operating Officer, the Chief Commercial Officer, the Chief Financial Officer, the
General Counsel, the Controller, the Secretary, any Brand President, any Executive Vice President, any Senior Vice President or
any Vice President of the Company.


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the
requirements of Section 11.03.


 


“Open
of Business” means 9:00 a.m., New York City time.


 


“Opinion
of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its
Subsidiaries) reasonably acceptable to the Trustee, that meets the requirements of Section 11.03, subject to customary
qualifications and exclusions.


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division
or series of a limited liability company, limited partnership or trust will constitute a separate “person” under the
Indenture.


 


“Physical
Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth
in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the
Trustee.





 






     - 7 -


     


    

 


“Redemption”
means the repurchase of any Note by the Company pursuant to Section 4.03.


 


“Redemption
Date” means the date fixed, pursuant to Section 4.03(D), for the settlement of the repurchase of any Notes by
the Company pursuant to a Redemption.


 


“Redemption
Notice Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such
Redemption pursuant to Section 4.03(F).


 


“Redemption
Price” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section
4.03(E).


 


“Regular
Record Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs
on May 15, the immediately preceding May 1; and (B) if such Interest Payment Date occurs on November 15, the immediately preceding
November 1.


 


“Repurchase
Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.


 


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


 


“Rule
144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to
time.


 


“Scheduled
Trading Day” means any day that is scheduled to be a Trading Day on the principal 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 traded. If the Common Stock is not so listed or traded,
then “Scheduled Trading Day” means a Business Day.


 


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


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Settlement
Method” means Cash Settlement, Physical Settlement or Combination Settlement.





 






     - 8 -


     


    

 


“Shoe
Option” means the Underwriters’ option to purchase up to forty five million dollars ($45,000,000) aggregate principal
amount of additional Notes as provided for in the Underwriting Agreement.


 


“Significant
Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes, or any group of Subsidiaries
of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act) of such Person.


 


“Special
Interest” means any interest that accrues on any Note pursuant to Section 7.03.


 


“Specified
Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum
cash amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional
share of Common Stock) as specified (or deemed to be specified) by the Company in accordance with Section 5.03(A).


 


“Stock
Price” has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only
cash in consideration for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change
is pursuant to clause (B) of the definition of “Fundamental Change,” then the Stock Price is the amount of
cash paid per share of Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the
average of the Last Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including,
the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.


 


“Subsidiary”
means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard
to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively
transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association
or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts,
distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such
partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability
company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling
general partner of, or otherwise controls, such partnership or limited liability company.


 


“Supplemental
Indenture” means this First Supplemental Indenture, as amended or supplemented from time to time.





 






     - 9 -


     


    

 



 


“Trading
Day” means any day on which (A) trading in the Common Stock generally occurs on the principal 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 traded; and (B) there is no Market
Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.


 


“Trading
Price” of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash
amount per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for one million dollars ($1,000,000) (or such
lesser amount as may then be outstanding) in principal amount of Notes at approximately 3:30 p.m., New York City time, on such
Trading Day from three (3) nationally recognized independent securities dealers selected by the Company, which may include any
of the Underwriters; provided, however, that, if three (3) such bids cannot reasonably be obtained by the Bid Solicitation
Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such bid can
reasonably be obtained by the Bid Solicitation Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the Bid
Solicitation Agent cannot reasonably obtain at least one (1) bid for one million dollars ($1,000,000) (or such lesser amount as
may then be outstanding) in principal amount of Notes from a nationally recognized independent securities dealer; (B) the Company
is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to obtain bids when required;
or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000 principal
amount of Notes on such Trading Day will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported
Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day.


 


“Trust
Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.


 


“Trustee”
means the Person named as such in the first paragraph of this Supplemental Indenture until a successor replaces it in accordance
with the provisions of the Indenture and, thereafter, means such successor.


 


“Underwriters”
means Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Fifth Third Securities, Inc., Wells Fargo
Securities, LLC, SunTrust Robinson Humphrey, Inc., Barclays Capital Inc., Citizens Capital Markets, Inc., Macquarie Capital (USA)
Inc., Morgan Stanley & Co. LLC, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC and U.S. Bancorp Investments,
Inc.


 


“Underwriting
Agreement” means that certain Underwriting Agreement, dated May 11, 2020 between the Company and Goldman Sachs &
Co. LLC and BofA Securities, Inc. as representative of the Underwriters.


 


“VWAP
Market Disruption Event” means, with respect to any date, (A) the failure by the principal 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, the principal other market on which the Common Stock is then traded, to open for trading during
its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate,
of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant
exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and
such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.


 






     - 10 -


     


    

 


“VWAP
Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock
generally occurs on the principal 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 traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business
Day.


 


“Wholly
Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership
interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries
of such Person.


 


SECTION
1.02.     Other Definitions.


 


	Term	 	Defined
    in 

    Section
	“Additional
    Shares”	 	5.07(A)
	“Business
    Combination Event”	 	6.01(A)
	“Cash
    Settlement”	 	5.03(A)
	“Combination
    Settlement”	 	5.03(A)
	“Common
    Stock Change Event”	 	5.09(A)
	“Conversion
    Agent”	 	2.06(A)
	“Conversion
    Consideration”	 	5.03(B)
	“Default
    Interest”	 	2.05(B)
	“Defaulted
    Amount”	 	2.05(B)
	“Distributed
    Property”	 	5.05(A)(iii)(1)
	“Event
    of Default”	 	7.01(A)
	“Expiration
    Date”	 	5.05(A)(v)
	“Expiration
    Time”	 	5.05(A)(v)
	“Fundamental
    Change Notice”	 	4.02(E)
	“Fundamental
    Change Repurchase Right”	 	4.02(A)
	“Initial
    Notes”	 	2.03(A)
	“Measurement
    Period”	 	5.01(C)(i)(2)
	“Paying
    Agent”	 	2.06(A)
	“Physical
    Settlement”	 	5.03(A)
	“Redemption
    Notice”	 	4.03(F)
	“Reference
    Property”	 	5.09(A)
	“Reference
    Property Unit”	 	5.09(A)
	“Register”	 	2.06(A)
	“Registrar”	 	2.06(A)
	“Reporting
    Event of Default”	 	7.03(A)
	“Specified
    Courts”	 	11.07
	“Spin-Off”	 	5.05(A)(iii)(2)
	“Spin-Off
    Valuation Period”	 	5.05(A)(iii)(2)
	“Stated
    Interest”	 	2.05(A)
	“Successor
    Entity”	 	6.01(A)
	“Successor
    Person”	 	5.09(A)
	“Tender/Exchange
    Offer Valuation Period”	 	5.05(A)(v)
	“Trading
    Price Condition”	 	5.01(C)(i)(2)




 






     - 11 -


     


    

 


Section
1.03.     Rules of Construction.


 


For
purposes of the Indenture:


 


(A)            
 “or” is not exclusive;


 


(B)             
 “including” means “including without limitation”;


 


(C)             
 “will” expresses a command;


 


(D)            
the “average” of a set of numerical values refers to the arithmetic average of such numerical values;


 


(E)             
words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;


 


(F)             
 “herein,” “hereof” and other words of similar import refer to this Supplemental Indenture as a whole and
not to any particular Article, Section or other subdivision of this Supplemental Indenture, unless the context requires otherwise;


 


(G)            
each Article, Section, clause or paragraph reference in this Supplemental Indenture that is in bolded typeface refers to the referenced
Article, Section, clause or paragraph, as applicable, of this Supplemental Indenture;


 


(H)            
references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;


 


(I)              
the exhibits, schedules and other attachments to this Supplemental Indenture are deemed to form part of the Indenture; and


 


(J)             
the term “interest,” when used with respect to a Note, includes any Special Interest, unless the context requires
otherwise.


 






     - 12 -


     


    

 


For
purposes of the Indenture, the following terms of the Trust Indenture Act have the following meanings:


 


(i)       “Commission”
means the SEC;


 


(ii)       “indenture
securities” means the Notes;


 


(iii)       “indenture
security holder” means a Holder;


 


(iv)       “indenture
to be qualified” means the Indenture;


 


(v)       “indenture
trustee” or “institutional trustee” means the Trustee; and


 


(vi)       “obligor”
on the indenture securities means the Company.


 


All
other terms used in the Indenture that are defined by the Trust Indenture Act (including by reference to another statute) or the
related rules of the SEC, and not defined in the Indenture, have the respective meanings so defined by the Trust Indenture Act
or such rules.


 


Section
1.04.     Interpretation; Scope of Supplemental Indenture; Supersession of Base Indenture.


 


The
amendments to the Base Indenture made by this Supplemental Indenture will apply solely with respect to the Notes and not with
respect to any other class or series of Securities. For purposes of the Notes, if any provision of this Supplemental Indenture
conflicts with any provision of the Base Indenture, then this Supplemental Indenture will control to the extent of such conflict.


 


Article
2.         The
Notes


 


Section
2.01.     Form, Dating and Denominations.


 


The
Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The
Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock
exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication.


 


Except
to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication
thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical
Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10.


 


The
Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations.


 


Each
certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing
another outstanding Note.


 


The
terms contained in the Notes constitute part of the Indenture, and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Supplemental Indenture, agree to such terms and to be bound thereby; provided, however,
that, to the extent that any provision of any Note conflicts with the provisions of the Indenture, the provisions of the Indenture
will control for purposes of the Indenture and such Note.


 






     - 13 -


     


    

 


Section
2.02.     Execution, Authentication and Delivery.


 


(A)            
Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by
manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on
any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.


 


(B)             
Authentication by the Trustee and Delivery.


 


(i)                
No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized
signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.


 


(ii)             
The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the
certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by
the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests
the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note
is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary,
then the Trustee will promptly deliver such Note in accordance with such Company Order.


 


(iii)           
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating
agent may authenticate Notes whenever the Trustee may do so under the Indenture, and a Note authenticated as provided in the Indenture
by such an agent will be deemed, for purposes of the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating
agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication
agent was validly appointed to undertake.


 


Section
2.03.     Initial Notes and Additional Notes.


 


(A)            
Initial Notes. On the Issue Date, there will be originally issued three hundred million dollars ($300,000,000) aggregate
principal amount of Notes, subject to the provisions of the Indenture (including Section 2.02). If the Underwriters exercise
the Shoe Option, then there will be originally issued up to an additional forty five million dollars ($45,000,000) principal amount
of Notes pursuant to such exercise, subject to the provisions of the Indenture (including Section 2.02). Notes issued pursuant
to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in the Indenture
as the “Initial Notes.”


 


(B)             
Additional Notes. The Company may, without the consent of Holders and subject to the provisions of the Indenture (including
Section 2.02), issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with
respect to the issue date, issue price, the date as of which interest begins to accrue on such additional Notes and the first
Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part
of the same series of, and rank equally and ratably with all other, Notes issued under the Indenture; provided, however,
that if any such additional Notes (and any Notes that have been resold after such Notes have been purchased or otherwise acquired
by the Company or its Subsidiaries) are not fungible with other Notes issued under the Indenture for U.S. federal income tax or
federal securities laws purposes, then such additional Notes must be identified by a separate CUSIP number.


 






     - 14 -


     


    

 


Section
2.04.     Method of Payment.


 


(A)            
Global Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity
Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and
any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later
than the time the same is due as provided in the Indenture.


 


(B)             
Physical Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the
Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest
on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in the Indenture
as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower amount
as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has
delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written
request that the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer
of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address of the Holder of such
Physical Note entitled to such payment as set forth in the Register. To be timely, such written request must be delivered no later
than the Close of Business on the following date: (x) with respect to the payment of any interest due on an Interest Payment Date,
the immediately preceding Regular Record Date; and (y) with respect to any other payment, the date that is fifteen (15) calendar
days immediately before the date such payment is due.


 


Section
2.05.     Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.


 


(A)            
Accrual of Interest. Each Note will accrue interest at a rate per annum equal to 2.75% (the “Stated Interest”),
plus any Special Interest that may accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue from,
and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has
theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and
including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated
Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without duplication of any payment
of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set
forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding
Regular Record Date. Stated Interest, and, if applicable, Special Interest, on the Notes will be computed on the basis of a 360-day
year comprised of twelve 30-day months.


 






     - 15 -


     


    

 


(B)             
Defaulted Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on
or before the due date therefor as provided in the Indenture, then, regardless of whether such failure constitutes an Event of
Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment;
(ii) to the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per
annum equal to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the
date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on
a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected
by the Company, provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar
days before such payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will
send written notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such
Defaulted Amount and Default Interest to be paid on such payment date.


 


(C)             
Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in the Indenture
is not a Business Day, then, notwithstanding anything to the contrary in the Indenture or the Notes, such payment may be made
on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay. Solely
for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by
law or executive order to close or be closed will be deemed not to be a “Business Day.”


 


Section
2.06.     Registrar, Paying Agent and Conversion Agent.


 


(A)            
Generally. The Company will maintain one or more offices or agencies in the continental United States where Notes may be
presented for (i) registration of transfer or for exchange (the “Registrar”); (ii) payment (the “Paying
Agent”); and (iii) conversion (the “Conversion Agent”). If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, then the Trustee will act as such. The Company may change the Registrar, Paying Agent and Conversion
Agent, and the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent, in each case without
prior notice to Holders.


 


(B)             
Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses
of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent
manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name
is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable
of being converted into written form reasonably promptly.


 


(C)             
Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may
appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying
Agent or Conversion Agent, as applicable, under the Indenture. Subject to Section 2.06(A), the Company may change any Registrar,
Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice
to any Holder. The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent,
if any, not a party to the Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement
will implement the provisions of the Indenture that relate to such Note Agent.


 


(D)            
Initial Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial
Conversion Agent.


 






     - 16 -


     


    

 


Section
2.07.     Paying Agent and Conversion Agent to Hold Property in Trust.


 


The
Company will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will
(A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or
delivery due on the Notes; and (B) notify the Trustee in writing of any default by the Company in making any such payment or delivery.
The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to
pay or deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable,
such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If
the Company or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate
trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion
Agent; and (B) references in the Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property,
or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to
any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held
separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any
event pursuant to in clause (ix) or (x) of Section 7.01(A) with respect to the Company (or with respect to
any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion
Agent, as applicable, for the Notes.


 


Section
2.08.     Holder Lists.


 


If
the Trustee is not the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest
Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee
may reasonably require, of the names and addresses of the Holders.


 


Section
2.09.     Legends.


 


(A)            
Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with the
Indenture, required by the Depositary for such Global Note).


 


(B)             
Other Legends. A Note may bear any other legend or text, not inconsistent with the Indenture, as may be required by applicable
law or by any securities exchange or automated quotation system on which such Note is traded or quoted.


 


(C)             
Acknowledgement and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this
Section 2.09 will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions set
forth in such legend.


 






     - 17 -


     


    

 


Section
2.10.     Transfers and Exchanges; Certain Transfer Restrictions.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


(i)                
Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from
time to time and the Registrar will record each such transfer or exchange in the Register.


 


(ii)             
Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note”
for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with the Indenture will be the valid obligation
of the Company, evidencing the same indebtedness, and entitled to the same benefits under the Indenture, as such old Note or portion
thereof, as applicable.


 


(iii)           
The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion
of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of
Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any transfer.


 


(iv)            
Notwithstanding anything to the contrary in the Indenture or the Notes, a Note may not be transferred or exchanged in part unless
the portion to be so transferred or exchanged is in an Authorized Denomination.


 


(v)              
The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed
under the Indenture or applicable law with respect to any Note Security, other than to require the delivery of such certificates
or other documentation or evidence as expressly required by the Indenture and to examine the same only to the extent necessary
to determine substantial compliance as to form with the requirements of the Indenture.


 


(vi)            
Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.


 


(vii)         
Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Note, the Company will cause such
transfer or exchange to be effected as soon as reasonably practicable, subject to the procedures of the Registrar.


 






     - 18 -


     


    





 


(B)             
Transfers and Exchanges of Global Notes.


 


(i)                
Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary
to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary;
or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note
(or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global
Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes only if:


 


(1)              
(x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for
such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange
Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;


 


(2)              
an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request
from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial
interest, as applicable, for one or more Physical Notes; or


 


(3)              
the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical
Notes at the request of the owner of such beneficial interest.


 


(ii)             
Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):


 


(1)              
the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global
Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note
pursuant to Section 2.14);


 


(2)              
if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount
of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of
such other Global Note;


 


(3)              
if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate,
in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09;
and


 


(4)              
if such Global Note (or portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes,
then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to
the principal amount of such Global Note (or portion thereof) to be so exchanged; (y) are registered in such name(s) as the Depositary
specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section
2.09.


 






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(iii)           
Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.


 


(C)             
Transfers and Exchanges of Physical Notes.


 


(i)                
Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in
an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized
Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the
aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary
Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest
in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must
surrender such Physical Note to be transferred or exchanged to the office of the Registrar or Trustee, together with any endorsements
or transfer instruments reasonably required by the Company, the Trustee or the Registrar.


 


(ii)             
Upon the satisfaction of the requirements of the Indenture to effect a transfer or exchange of any Physical Note (such Physical
Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or
any portion of such old Physical Note in an Authorized Denomination):


 


(1)              
such old Physical Note will be promptly cancelled pursuant to Section 2.14;


 


(2)              
if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are
in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not
to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by
Section 2.09;


 


(3)              
in the case of a transfer:


 


(a)              
to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so
transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more
existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such
Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred,
and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such
transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each
legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an
aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the
Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02,
one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal
amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and


 






     - 20 -


     


    

 


(b)              
to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form
of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in
accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate
principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z)
bear each legend, if any, required by Section 2.09; and


 


(4)              
in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal
amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical
Note was registered; and (z) bear each legend, if any, required by Section 2.09.


 


(D)            
Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in the Indenture
or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note
that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion;
(ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F),
except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental
Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent
that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.


 


Section
2.11.     Exchange and Cancellation
of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.


 


(A)            
Partial Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change
or Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased
pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note
is surrendered for such conversion or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant
and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate
principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased, as applicable,
and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount
to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased, as applicable, pursuant
to the terms of the Indenture; provided, however, that the Physical Note referred to in this clause (ii)
need not be issued at any time after which such principal amount subject to such conversion or repurchase, as applicable, is deemed
to cease to be outstanding pursuant to Section 2.17.


 






     - 21 -


     


    

 


(B)             
Cancellation of Notes that Are Converted and Notes that Are Repurchased Pursuant to a Repurchase Upon Fundamental Change or
Redemption.


 


(i)                
Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section
2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental
Change or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be
outstanding pursuant to Section 2.17 and the time such Physical Note is surrendered for such conversion or repurchase,
as applicable, (1) such Physical Note will be cancelled pursuant to Section 2.14; and (2) in the case of a partial conversion
or repurchase, as applicable, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in
each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have
an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased,
as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09.


 


(ii)             
Global Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased
pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed
to cease to be outstanding pursuant to Section 2.17, the Trustee will reflect a decrease of the principal amount of such
Global Note in an amount equal to the principal amount of such Global Note to be so converted or repurchased, as applicable, by
notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if
the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.14).


 


Section
2.12.      Replacement Notes.


 


If
a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue,
execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note
upon surrender to the Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or
wrongful taking reasonably satisfactory to the Trustee and the Company. If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may
be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 






     - 22 -


     


    

 


Every
replacement Note issued pursuant to this Section 2.12 will be an additional obligation of the Company and will be entitled
to all of the benefits of the Indenture equally and ratably with all other Notes issued under the Indenture.


 


Section
2.13.       registered holders; certain rights with respect to global notes.


 


Only
the Holder of a Note will have rights under the Indenture as the owner of such Note. Without limiting the generality of the foregoing,
Depositary Participants will have no rights as such under the Indenture with respect to any Global Note held on their behalf by
the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Trustee and the Note Agents, and their
respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided,
however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary
Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is
entitled to take with respect to such Global Note under the Indenture or the Notes; and (B) the Company and the Trustee, and their
respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.


 


Section
2.14.      Cancellation.


 


The
Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent
will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee will
promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality of
Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled
upon transfer, exchange, payment or conversion.


 


Section
2.15.     
Notes Held by the Company or its Affiliates.


 


Without
limiting the generality of Section 2.17, in determining whether the Holders of the required aggregate principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed
not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in
relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.


 


Section
2.16.     Temporary Notes.


 


Until
definitive Notes are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each
case in accordance with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue,
execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes
in exchange for temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits
under the Indenture as definitive Notes.


 






     - 23 -


     


    

 


Section
2.17.     Outstanding Notes.


 


(A)            
Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly
executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee
or delivered to the Trustee for cancellation in accordance with Section 2.14; (ii) assigned a principal amount of zero
by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing
such Note; (iii) paid in full (including upon conversion) in accordance with the Indenture; or (iv) deemed to cease to be outstanding
to the extent provided in, and subject to, clause (B), (C) or (D) of this Section 2.17.


 


(B)             
Replaced Notes. If a Note is replaced pursuant to Section 2.12, then such Note will cease to be outstanding at the
time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held
by a “bona fide purchaser” under applicable law.


 


(C)             
Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change
Repurchase Date or the Maturity Date, the Paying Agent holds by 11:00 a.m., New York City time money sufficient to pay the aggregate
Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate
interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes
(or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to
be outstanding, except to the extent provided in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) the rights
of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions
thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable,
of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in the Indenture.


 


(D)            
Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted,
such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due,
pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except
to the extent provided in Section 5.02(D) or Section 5.08.


 


(E)             
Cessation of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest
will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.17,
to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such
Note.


 






     - 24 -


     


    

 


(F)             
Notes Acquired by the Company or its Subsidiaries. Without limiting the generality of the foregoing provisions of this
Section 2.17, Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to
remain outstanding (except to the extent provided in Section 2.15) until such time as such Notes are delivered to the Trustee
for cancellation.


 


Section
2.18.     Repurchases by
the Company.


 


Without
limiting the generality of Section 2.14, the Company may, from time to time, repurchase Notes in open market purchases
or in negotiated transactions without delivering prior notice to Holders.


 


Section
2.19.     CUSIP and ISIN
Numbers.


 


The
Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use
such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation
as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be
affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any
change in the CUSIP or ISIN number(s) identifying any Notes.


 


Article
3.         Covenants


 


Section
3.01.     Payment on Notes.


 


(A)            
Generally. The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption
Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in the Indenture.


 


(B)             
Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or
Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will
deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient
to pay the cash amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable,
any money not required for such purpose.


 


Section
3.02.     Exchange Act Reports.


 


(A)            
Generally. The Company will send or otherwise make available to the Trustee and Holders copies of all reports that the
Company is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days
after the date that the Company is required to file the same (after giving effect to all applicable grace periods under the Exchange
Act); provided, however, that the Company need not send to the Trustee any material for which the Company has received,
or is seeking in good faith and has not been denied, confidential treatment by the SEC. Any report that the Company files with
the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee and the Holders at the time
such report is so filed via the EDGAR system (or such successor).


 






     - 25 -


     


    

 


Trustee’s
Disclaimer. Delivery of the reports, information and documents referred to in Section 3.02(A) to the Trustee is for
informational purposes only, and the Trustee’s receipt of those reports will not constitute constructive or actual notice
of any information contained therein or determinable from the information contained therein, including the Company’s compliance
with any of their covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).
The Trustee will have no liability or responsibility for the filing, timeliness, or content of such reports.


 


Section
3.03.     Compliance and
Default Certificates.


 


(A)            
Annual Compliance Certificate. Within one hundred and twenty (120) days after December 31, 2020 and each fiscal year of
the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee signed by the principal
executive, principal financial or principal accounting officer stating (i) that the Officer thereto has supervised a review of
the activities of the Company and its Subsidiaries during such prior fiscal year with a view towards determining whether any Default
or Event of Default has occurred during such prior fiscal year; and (ii) whether, to such Officer’s knowledge, a Default
or Event of Default has occurred during such prior fiscal year or is continuing (and, if so, describing all such Defaults or Events
of Default and what action the Company is taking or proposes to take with respect thereto).


 


(B)             
Default Certificate. Within thirty (30) days of the Company becoming aware of the occurrence of any Default or Event of
Default, the Company will notify the Trustee of such Default or Event of Default, and describe what action the Company is taking
or proposes to take with respect thereto.


 


Section
3.04.     Stay, Extension
and Usury Laws.


 


To
the extent that it may lawfully do so, the Company (A) agrees that it will 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 (wherever or whenever enacted or in force)
that may affect the covenants or the performance of the Indenture; and (B) expressly waives all benefits or advantages of any
such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to
the Trustee by the Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section
3.05.     Corporate Existence.


 


Except
as permitted in Article 6, the Company will cause to preserve and keep in full force and effect its corporate existence.


 


Article
4.         Repurchase
and Redemption


 


Section
4.01.     No Sinking Fund.


 


No
sinking fund is provided for the Notes.


 






     - 26 -


     


    

 


Section
4.02.        Right
of Holders to Require the Company to Repurchase Notes upon a Fundamental Change.


 


(A)            
Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this
Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase
Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination)
on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change
Repurchase Price.


 


(B)             
Repurchase Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated in accordance
with the Indenture and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase
Upon Fundamental Change (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 the Notes), then, notwithstanding anything to the contrary in Section 4.02(A),
(i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes theretofore
surrendered for such Repurchase Upon Fundamental Change (but not yet repurchased) to be returned to the Holders thereof (or, if
applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying
Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).


 


(C)             
Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business
Day of the Company’s choosing that is no more than thirty-five (35), nor less than twenty (20), Business Days after the
date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E); provided, that notwithstanding
the foregoing or anything to the contrary provided in the Indenture, the Fundamental Change Repurchase Date will be subject to
postponement to the extent necessary to comply with the applicable rules under the Exchange Act.


 


(D)            
Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase
Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued
and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided,
however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest
Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding
such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date,
the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these
purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is
before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest
on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date
is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business
Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest
Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business
on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes
to be repurchased from, and including, such Interest Payment Date.


 






     - 27 -


     


    

 


(E)             
Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change,
the Company will send to each Holder, the Trustee, Conversion Agent and the Paying Agent a notice of such Fundamental Change (a
 “Fundamental Change Notice”). Substantially contemporaneously, the Company will issue a press release through
such national newswire service as the Company then uses (or publish the same through such other widely disseminated public medium
as the Company then uses, including its website) containing the information set forth in the Fundamental Change Notice.


 


Such
Fundamental Change Notice must state:


 


(i)                
briefly, the events causing such Fundamental Change;


 


(ii)             
the effective date of such Fundamental Change;


 


(iii)           
the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02,
including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing
a Fundamental Change Repurchase Notice;


 


(iv)            
the Fundamental Change Repurchase Date for such Fundamental Change;


 


(v)              
the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental
Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and
timing of the interest payment payable pursuant to the proviso to Section 4.02(D));


 


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


 


(vii)         
the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments
to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);


 


(viii)       
that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to
the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;


 


(ix)            
that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may
be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with the Indenture; and


 


(x)              
the CUSIP and ISIN numbers, if any, of the Notes.


 






     - 28 -


     


    

 



 


Neither
the failure to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change
Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental
Change.


 


(F)             
Procedures to Exercise the Fundamental Change Repurchase Right.


 


(i)                
Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase
Right for a Note following a Fundamental Change, the Holder thereof must:


 


(1)              
deliver to the Paying Agent, before the Close of Business on the Business Day immediately before the related Fundamental Change
Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice
with respect to such Note;


 


(2)               
deliver such Note, to the Trustee duly endorsed for transfer (if such Note is a Physical Note) or to the Paying Agent by book-entry
transfer (if such Note is a Global Note); and


 


(3)               
otherwise comply with the Depositary Procedures in the case of a Global Note.


 


The
Paying Agent will promptly deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.


 


(ii)             
Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must
state:


 


(1)               
if such Note is a Physical Note, the certificate number of such Note;


 


(2)               
the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and


 


(3)               
that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;


 


provided,
however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary
Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed
to satisfy the requirements of this Section 4.02(F)).


 


(iii)           
Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice
with respect to a Note may, subject to the Depositary’s customary procedures, withdraw such Fundamental Change Repurchase
Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business
Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:


 






     - 29 -


     


    

 


(1)                
if such Note is a Physical Note, the certificate number of such Note;


 


(2)               
the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and


 


(3)               
the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an
Authorized Denomination;


 


provided,
however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and
any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of
this Section 4.02(F)).


 


Upon
receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver
a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or
such portion thereof in accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase
in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or,
if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or
the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).


 


(G)            
Payment of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental
Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase
Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder
thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered
to the Trustee (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery
to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case
of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note
to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether
such Note is delivered.


 


(H)            
Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section
4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties
conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02
in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and
(ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount
(as a result of taxes, additional expenses or for any other reason) than such owner would have received had the Company repurchased
such Note.


 






     - 30 -


     


    

 


(I)             
Compliance with Securities Laws. The Company will comply with all federal and state securities laws in connection with
a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required
Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth
in the Indenture; provided, however, that, to the extent that the Company’s obligations pursuant to this Section
4.02 conflict with any law or regulation that is applicable to the Company, the Company’s compliance with such law or
regulation will not be considered to be a default of such obligations.


 


(J)              
Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase
Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the
repurchase of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.


 


Section
4.03.        Right of the Company to Redeem the Notes.


 


(A)            
No Right to Redeem Before November 20, 2023. The Company may not redeem the Notes at its option at any time before November
20, 2023.


 


(B)             
Right to Redeem the Notes on or After November 20, 2023. Subject to the terms of this Section 4.03, the Company
has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from
time to time, on a Redemption Date on or after November 20, 2023 and on or before the forty-fifth (45th) Scheduled Trading Day
immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale
Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each of at least
twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including,
the Trading Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before
such Redemption Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole
Fundamental Change with respect to such Notes pursuant to clause (B) of the definition thereof.


 


(C)             
Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated in accordance
with the Indenture and such acceleration has not been rescinded on or before 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), then (i) the Company
may not redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered
for such Redemption (but not yet redeemed) to be returned to the Holders thereof (or, if applicable with respect to Global Notes,
cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests
in such Notes in accordance with the Depositary Procedures).


 


(D)            
Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is
no more than sixty-five (65), nor less than forty-five (45), Scheduled Trading Days after the Redemption Notice Date for such
Redemption.


 






     - 31 -


     


    

 


(E)             
Redemption Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount
of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided,
however, that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then
(i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption,
to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued
on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding
through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price
will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt,
if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs
on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding,
such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of
the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on
Notes to be redeemed from, and including, such Interest Payment Date.


 


(F)             
Redemption Notice. To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee
and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (y) substantially contemporaneously
therewith or promptly thereafter, either, at the Company’s election, issue a press release through such national newswire
service as the Company then uses containing the information set forth in the Redemption Notice or publish the same through such
other widely disseminated public medium as the Company then uses, including its website.


 


Such
Redemption Notice must state:


 


(i)                
that such Notes have been called for Redemption;


 


(ii)               
the Redemption Date for such Redemption;


 


(iii)              
the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular
Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant
to the proviso to Section 4.03(E));


 


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


 


(v)               
that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before
the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until
such time as the Company pays such Redemption Price in full);


 


(vi)              
the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments
to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);


 






     - 32 -


     


    

 


(vii)            
the Settlement Method that will apply to all conversions of such Notes with a Conversion Date that occurs on or after such Redemption
Notice Date and before such Redemption Date; and


 


(viii)            
the CUSIP and ISIN numbers, if any, of such Notes.


 


On
or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee, Conversion Agent
and the Paying Agent.


 


(G)            
Selection and Conversion of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption,
then:


 


(i)                
the Notes to be redeemed will be selected as follows: (1) in the case of Global Notes in accordance with the Depositary Procedures;
and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company considers fair and appropriate; and


 


(ii)                
if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note
will be deemed to be from the portion of such Note that was subject to Redemption.


 


For
the avoidance of doubt, pursuant to Section 2.10(D), in the event of any Redemption in part, the Company will not be required
to register the transfer or exchange of any Notes selected for such partial Redemption, in whole or in part, except the unredeemed
portion of any Notes being Redeemed in part.


 


(H)            
Payment of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the
time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject
to Redemption to be paid to the Holder thereof on the applicable Redemption Date. For the avoidance of doubt, interest payable
pursuant to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant
to such proviso, subject to the applicable procedures of DTC.


 


(I)              
If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03, and the Holder of
any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of Business
on the forty-second (42nd) Scheduled Trading Day immediately before the Redemption Date for such Redemption, whether such Note
or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable
and subject to the Depositary Procedures, will 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 will be
deemed to be of a Note called for Redemption for purposes of this Section 4.03 and Sections 5.01(C)(i)(4) and 5.07.


 






     - 33 -


     


    

  


Article
5.         Conversion


 


Section
5.01.        Right to Convert.


 


(A)            
Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s
Notes into Conversion Consideration. For the avoidance of doubt, Holders may convert their Notes only in the circumstances set
forth in Section 5.01(C).


 


(B)            
Conversions in Part. Subject to the terms of the Indenture, Notes may be converted in part, but only in Authorized Denominations.
Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted
portion of a Note.


 


(C)            
When Notes May Be Converted.


 


(i)                
Generally. Subject to Section 5.01(C)(ii), a Note may be converted only in the following circumstances:


 


(1)              
Conversion upon Satisfaction of Common Stock Sale Price Condition. Prior to the Close of Business on the Business Day immediately
preceding the Free Convertibility Date, a Holder may convert its Notes during any calendar quarter (and only during such calendar
quarter) commencing after the calendar quarter ending on September 30, 2020, if the Last Reported Sale Price per share of Common
Stock for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days
ending on, and including, the last Trading Day of the immediately preceding calendar quarter exceeds one hundred and thirty percent
(130%) of the Conversion Price then in effect on each applicable Trading Day, as determined by the Company in good faith.


 


(2)              
Conversion upon Satisfaction of Note Trading Price Condition. Prior to the Close of Business on the Business Day immediately
preceding the Free Convertibility Date, a Holder may convert its Notes during the five (5) consecutive Business Days immediately
after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Measurement Period”)
if the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the
procedures set forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product
of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day, subject
to compliance with the following paragraph. The condition set forth in the preceding sentence is referred to in the Indenture
as the “Trading Price Condition.”


 


The
Trading Price will be determined by the Bid Solicitation Agent pursuant to this Section 5.01(C)(i)(2) and the definition
of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading
Price of the Notes unless the Company has requested such determination in writing, and the Company will have no obligation to
make such request (or seek bids itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price
per share of Common Stock and the Conversion Rate. If a Holder provides such evidence, then the Company will (if acting as Bid
Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine the Trading Price of the 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 ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading
Day and the Conversion Rate on such Trading Day. If the Trading Price Condition has been met as set forth above, then the Company
will notify in writing the Holders, the Trustee and the Conversion Agent of the same. If, on any Trading Day after the Trading
Price Condition has been met as set forth above, the Trading Price per $1,000 principal amount of Notes is greater than or equal
to ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and
the Conversion Rate on such Trading Day, then the Company will notify in writing the Holders, the Trustee and the Conversion Agent
of the same.


 






     - 34 -


     


    

 


(3)              
Conversion upon Specified Corporate Events.


 


(a)              
Certain Distributions. If, prior to the Close of Business on the Business Day immediately preceding the Free Convertibility
Date, the Company elects to:


 


(I)               distribute,
to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder
rights or similar plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence
of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation
from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60)
calendar days after the declaration date of such distribution, to subscribe for or purchase shares of Common Stock at a price
per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive
Trading Days ending on, and including, the Trading Day immediately before such declaration date (determined in the manner set
forth in the third paragraph of Section 5.05(A)(ii)); or


 


(II)             
distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the
Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of
Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately
preceding the declaration date for such distribution,


 


then,
in either case, (x) the Company will send written notice of such distribution, and of the related right to convert Notes, to Holders,
the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution
(or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any
such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that
such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert
their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date
and the Company’s announcement that such distribution will not take place.


 


(b)              
Certain Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change
pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs prior to the Close of Business on
the Business Day immediately preceding the Free Convertibility Date (other than a merger or other business combination transaction
that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental
Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including,
the effective date of such transaction or event to, and including, the thirty-fifth (35th) Trading Day after such effective date
(or, if such transaction or event also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase
Date); provided, however, that if the Company does not provide the notice referred to in the immediately following
sentence by the Business Day following such effective date, then the last day on which the Notes are convertible pursuant to this
sentence will be extended by the number of Business Days from, and including, the Business Day following such effective date to,
but excluding, the date the Company provides such notice. No later than the Business Day following such effective date, the Company
will send written notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date
and the related right to convert Notes.


 


(4)              
Conversion upon Redemption. If the Company calls all or any Notes for Redemption and the Redemption Notice Date occurs
before the Free Convertibility Date, then the Holder of any such Note called for Redemption may, subject to the Depositary Procedures,
convert such Note called for Redemption (including, for the avoidance of doubt, any Note deemed to be called for Redemption pursuant
to Section 4.03(I) hereof) at any time before the Close of Business on the Business Day immediately before the related Redemption
Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as
the Company pays such Redemption Price in full).


 






     - 35 -


     


    

 


(5)              
Conversions During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, the Free
Convertibility Date until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


For
the avoidance of doubt, the Notes may become convertible pursuant to any one or more of the preceding sub-paragraphs of this Section
5.01(C)(i) and the Notes ceasing to be convertible pursuant to a particular sub-paragraph of this Section 5.01(C)(i)
will not preclude the Notes from being convertible pursuant to any other sub-paragraph of this Section 5.01(C)(i).


 


Neither
the Trustee, the Conversion Agent nor any agent shall have any obligation to (i) monitor the price of the Common Stock, make any
calculation or determine whether the Notes may be surrendered for conversion or (ii) notify the Company, the Depositary or any
Holder if the Notes have become convertible.


 


(ii)             
Limitations and Closed Periods. Notwithstanding anything to the contrary in the Indenture or the Notes:


 


(1)              
Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business
Day;


 


(2)              
in no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately before
the Maturity Date;


 


(3)              
if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such
Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the
Company fails to pay the Redemption Price for such Note in accordance with the Indenture; and


 


(4)              
if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then
such Note may not be converted, except to the extent (a) such Note is not subject to such notice; or (b) such notice is withdrawn
in accordance with Section 4.02(F).


 


Section
5.02.        Conversion Procedures.


 


(A)            
Generally.


 


(i)                
Global Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01(C),
the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at
which time such conversion will become irrevocable); and (2) if applicable, pay any amounts due pursuant to Section 5.02(D)
or Section 5.02(E).


 


(ii)               
Physical Notes and other Notes. To convert all or a portion of a Physical Note or a Global Note with conversions processed
outside of the Depositary that is convertible pursuant to Section 5.01(C), the Holder of such Note must (1) complete, manually
sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note or a facsimile of such conversion
notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish
any endorsements and transfer documents that the Company, the Trustee or the Conversion Agent may require; and (4) if applicable,
pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).


 






     - 36 -


     


    

 


(B)             
Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be
converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or
interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding
(and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close
of Business on such Conversion Date), except to the extent provided in Section 5.02(D).


 


(C)             
Holder of Record of Conversion Shares. The Person in whose name the certificate for (or book-entry representing) any share
of Common Stock is registered on the books of the Company or its transfer agent upon conversion of any Note will be deemed to
become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such conversion, in the case
of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination
Settlement. Upon a conversion of any Notes, such person will no longer be a Holder of such Notes surrendered for conversion.


 


(D)            
Interest Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date
and before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date
will be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in, and
without affecting the operation of, the proviso to this sentence), to receive, on or, at the Company’s election, before
such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment
Date), the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date; and (ii) the Holder
surrendering such Note for conversion must deliver to the Conversion Agent, at the time it surrenders such Note, an amount of
cash equal to the amount of such interest referred to in clause (i) above; provided, however, that the Holder surrendering
such Note for conversion need not deliver such cash (v) if the Company has specified a Redemption Date that is after such Regular
Record Date and on or before the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day,
the Business Day immediately after such Interest Payment Date); (w) if such Conversion Date occurs after the Regular Record Date
immediately before the Maturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such
Regular Record Date and on or before the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business
Day, the Business Day immediately after such Interest Payment Date); or (y) to the extent of any overdue interest or interest
that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting the generality of,
the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity
Date, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity
Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder
of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled
to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest
Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first
sentence of this Section 5.02(D).


 






     - 37 -


     


    

 


(E)             
Taxes and Duties. If a Holder submits a Note for conversion, the Company will pay any documentary, stamp or similar issue
or transfer tax or duty due on the issue or delivery of any shares of Common Stock upon such conversion; provided, however,
that if any tax or duty is due because such Holder requests such shares to be registered in a name other than such Holder’s
name, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion
Agent may refuse to deliver any such shares to be issued in a name other than that of such Holder.


 


(F)             
Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the
Conversion Agent receives any written notice of conversion with respect to a Note, then the Conversion Agent will promptly notify
the Company and the Trustee of such occurrence. For these purposes, conversion instructions with respect to any Global Note which
instructions are delivered to the Conversion Agent by means of a “Voluntary Offering Instruction” pursuant to the
Depositary Procedures will be deemed to be in writing.


 


Section
5.03.       Settlement upon Conversion.


 


(A)            
Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as
applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in
lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely
cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and shares
of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a
 “Combination Settlement”).


 


The
Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however,
that:


 


(i)                
subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility
Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method (and,
if it chooses Combination Settlement, the Specified Dollar Amount) to Holders, the Trustee and the Conversion Agent no later than
the Open of Business on the Free Convertibility Date;


 


(ii)               
subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose
Conversion Date occurs before the Free Convertibility Date, then the Company will send written notice of such Settlement Method
(and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note, the Trustee and the Conversion
Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;


 






     - 38 -


     


    

 


(iii)              
if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case
of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption)
sent pursuant to Section 4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar
Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice
Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the Free Convertibility Date,
then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions
of Notes with a Conversion Date that occurs on or after the Free Convertibility Date;


 


(iv)             
the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance
of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different
Conversion Dates, except as provided in clause (i) or (iii) above);


 


(v)              
if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed
to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such
election will not constitute a Default or Event of Default);


 


(vi)              
if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder
of such Note, the Trustee or the Conversion Agent of the applicable Specified Dollar Amount, then the Specified Dollar Amount
for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s
failure to timely send such notification will not constitute a Default or Event of Default); and


 


(vii)             
the Settlement Method will be subject to Section 5.09(A)(2).


 


In
addition, the Company will have the right, exercisable at its election by sending written notice of such exercise to the Holders,
the Trustee and the Conversion Agent to irrevocably fix the Settlement Method that will apply to all conversions of Notes with
a Conversion Date that occurs on or after the date such notice is sent to Holders, the Trustee and the Conversion Agent, provided
that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of
doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must
set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions
of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, the Trustee and the Conversion
Agent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture
or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose
to execute such an amendment at its option).


  



     - 39 -


     


    





  


(B)             
Conversion Consideration.


 


(i)                
Generally. Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration
(the “Conversion Consideration”) due upon conversion of each $1,000 principal amount of a Note will be as follows:


 


(1)              
if Physical Settlement applies to such conversion, a number of shares of Common Stock equal to the Conversion Rate in effect on
the Conversion Date for such conversion;


 


(2)              
if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP
Trading Day in the Observation Period for such conversion; or


 


(3)              
if Combination Settlement applies to such conversion, consideration consisting of (a) a number of shares of Common Stock equal
to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an amount
of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.


 


(ii)             
Cash in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note
and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole
number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other
consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1)
such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP
Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last
VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.


 


(iii)           
Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date,
then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted
by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such
Conversion Date by such Holder.


 


(iv)            
Notice of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion
of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading
Day of the applicable Observation Period and will promptly thereafter, and in any event within one Business Day following the
last day of the Observation Period, send written notice of such determination to the Trustee and the Conversion Agent of the same
and the calculation thereof in reasonable detail or in such detail as requested by the Depositary. Neither the Trustee nor the
Conversion Agent will have any duty to make any such determination.


 






     - 40 -


     


    

 


(C)             
Delivery of the Conversion Consideration. Except as set forth in Sections 5.05 and 5.09, the Company will
pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i)
if Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately
after the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such
conversion, on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion; provided,
however, that if Physical Settlement applies to the conversion of any Note with a Conversion Date that is after the Regular
Record Date immediately before the Maturity Date, then, solely for purposes of such conversion, (x) the Company will pay or deliver,
as applicable, the Conversion Consideration due upon such conversion no later than the Maturity Date (or, if the Maturity Date
is not a Business Day, the next Business Day); and (y) the Conversion Date will instead be deemed to be the second (2nd) Business
Day immediately before the Maturity Date.


 


(D)            
Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder converts
a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note being
converted, and, except as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due
in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal
of, and accrued and unpaid interest, if any, on, such Note to, but excluding, the Conversion Date. As a result, except as provided
in Section 5.02(D), any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled,
extinguished or forfeited. In addition, if the Conversion Consideration for a Note consists of both cash and shares of the Common
Stock, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.


 


Section
5.04.     Reserve and Status of Common Stock Issued upon Conversion.


 


(A)            
Stock Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized, unreserved
and not outstanding shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding
Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum
amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07. To the extent the Company delivers
shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in the Indenture or the
Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.


 


(B)             
Status of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly
issued or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section
5.08 need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable and free
from statutory preemptive rights. If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer
quotation system, then the Company will use reasonable efforts to cause each Conversion Share, when delivered upon conversion
of any Note, to be admitted for listing on such exchange or quotation on such system.


 






     - 41 -


     


    

 


Section
5.05.     Adjustments to the Conversion Rate.


 


(A)            
Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time by the Company
(without duplication) for the events set forth below as follows:


 


(i)                
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution
on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the
Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.09
will apply), then the Conversion Rate will be adjusted based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend
                                         Date for such dividend or distribution, or immediately before the Open of Business on
                                         the effective date of such stock split or stock 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 before the Open of Business
                                         on such Ex-Dividend Date or effective date, as applicable, without giving effect to such
                                         dividend, distribution, stock split or stock combination; and



 


		OS1	=	the
                                         number of shares of Common Stock outstanding immediately after giving effect to such
                                         dividend, distribution, stock split or stock combination.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(i) will become effective
at the time set forth in the definition of CR1 above. If any dividend or distribution of the type described
in this Section 5.05(A)(i) is declared, but not so paid or made, then the Conversion Rate will be readjusted, effective
as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then
be in effect had such dividend or distribution not been declared.


 






     - 42 -


     


    

 


(ii)             
Rights, Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, any rights,
options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights or similar plan, as to
which Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty
(60) calendar days after the declaration date of such distribution, to subscribe for or purchase shares of Common Stock at a price
per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive
Trading Days ending on, and including, the Trading Day immediately before such declaration date, then the Conversion Rate will
be increased based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before 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 such Ex-Dividend
                                         Date;



 


		OS	=	the
                                         number of shares of Common Stock outstanding immediately before 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	=	a
                                         number of shares of Common Stock obtained by dividing (x) the aggregate price payable
                                         to exercise such rights, options or warrants by (y) the average of the Last Reported
                                         Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending
                                         on, and including, the Trading Day immediately before such declaration date.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(ii) will become effective
at the time set forth in the definition of CR1 above. To the extent such rights, options or warrants are not
so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to
the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed.
In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants
(including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the
Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis
of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, option or warrants.


 


For
purposes of this Section 5.05(A)(ii) and Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options
or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less
than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on,
and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced,
and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account
any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the
value of such consideration, if not cash, to be determined by the Board of Directors.


 






     - 43 -


     


    

 


(iii)           
Spin-Offs and Other Distributed Property.


 


(1)              
Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness
or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities,
to all or substantially all holders of the Common Stock, excluding:


 


(u)       dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);


 


(v)       dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);


 


(w)       rights
issued or otherwise distributed pursuant to a stockholder rights or similar plan, except to the extent provided in Section
5.05(F);


 


(x)       Spin-Offs
for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant
to Section 5.05(A)(iii)(2);


 


(y)       a
distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v)
will apply; and


 






     - 44 -


     


    

 


(z)       a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply (such
shares of Capital Stock, evidences of indebtedness, or other assets or property, or rights, options or warrants to acquire the
Company’s Capital Stock or other securities, the “Distributed Property”), then the Conversion
Rate will be increased based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before 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 such Ex-Dividend
                                         Date;



 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive
                                         Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend
                                         Date; and



 


		FMV	=	the
                                         fair market value (as determined by the Board of Directors), as of the Open of Business
                                         on such Ex-Dividend Date, of the Distributed Property distributed per share of Common
                                         Stock pursuant to such distribution;



 


provided,
however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion
Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution,
at the same time and on the same terms on which holders of Common Stock receive the Distributed Property, the amount and kind
of Distributed Property that such Holder would have received if such Holder had owned, on such record date, a number of shares
of Common Stock equal to the Conversion Rate in effect on such record date. For the avoidance of doubt, each adjustment to the
Conversion Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective at the time set forth in the definition
of CR1 above.


 


To
the extent such distribution is not so paid or made, the Conversion Rate will be readjusted, effective as of the date the Board
of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution
had not been declared.


 






     - 45 -


     


    

 


(2)              
Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests,
of or relating to a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other
than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or
exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity
interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities
exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Close of Business on the last Trading
                                         Day of the Spin-Off Valuation Period for such Spin-Off;



 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Close of Business on the last Trading
                                         Day of the Spin-Off Valuation Period;



 


		FMV	=	the
                                         product of (x) the average of the Last Reported Sale Prices per share or unit of the
                                         Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive
                                         Trading Day period (the “Spin-Off Valuation Period”) beginning on,
                                         and including, the Ex-Dividend Date for such Spin-Off (such average to be determined
                                         as if references to Common Stock in the definitions of Last Reported Sale Price, Trading
                                         Day and Market Disruption Event were instead references to such Capital Stock or equity
                                         interests); and (y) the number of shares or units of such Capital Stock or equity interests
                                         distributed per share of Common Stock in such Spin-Off; and



 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock for each Trading Day
                                         in the Spin-Off Valuation Period.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become
effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in
this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be
settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then,
solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation
Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such
Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled
pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining
the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days
occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date.


 






     - 46 -


     


    

 


To
the extent any dividend or distribution of the type described in this Section 5.05(A)(iii)(2) is declared but not made
or paid, the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to make such dividend
or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.


 


(iv)            
Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common
Stock, then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before 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 such Ex-Dividend
                                         Date;



 


		SP	=	the
                                         Last Reported Sale Price per share of Common Stock on the Trading Day immediately before
                                         such Ex-Dividend Date; and



 


		D	=	the
                                         cash amount distributed per share of Common Stock in such dividend or distribution;



 


provided,
however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion
Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend
or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would
have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in
effect on such record date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section
5.05(A)(iv) will become effective at the time set forth in the definition of CR1 above.


 


To
the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted, effective as
of the date the Board of Directors determines not to make such dividend or determination, to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.


 






     - 47 -


     


    

 


(v)              
Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer
or exchange offer for shares of Common Stock, and the value (determined as of the Expiration Time by the Board of Directors) of
the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the average of the Last
Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange
Offer Valuation Period”) commencing on, and including, the Trading Day immediately after the last date (the “Expiration
Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then
the Conversion Rate will be increased based on the following formula:


 





 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Close of Business on the last Trading
                                         Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;



 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Close of Business on the last Trading
                                         Day of the Tender/Exchange Offer Valuation Period;



 


		AC	=	the
                                         fair market value (determined by the Board of Directors), as of the time (the “Expiration
                                         Time”) such tender or exchange offer expires, of all cash and other consideration
                                         paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;



 


		OS0	=	the
                                         number of shares of Common Stock outstanding immediately before the Expiration Time (including,
                                         for the avoidance of doubt, 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 Expiration Time (excluding,
                                         for the avoidance of doubt, all shares of Common Stock accepted for purchase or exchange
                                         in such tender or exchange offer); and



 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock over the Tender/Exchange
                                         Offer Valuation Period.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(v) will become effective
at the time set forth in the definition of CR1 above. Notwithstanding anything to the contrary in this Section
5.05(A)(v), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to
Cash Settlement or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange
offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange
Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading
Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii)
if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange
Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration
for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the
period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.


 






     - 48 -


     


    

 


To
the extent such tender or exchange offer is announced but not consummated (including as a result of the Company 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 will be readjusted to the Conversion Rate that would then
be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually
made, and not rescinded, in such tender or exchange offer.


 


(B)             
No Adjustments in Certain Cases.


 


(i)                
Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section
5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise
requiring an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section
5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates,
at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction
or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal
to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed
in thousands) (i.e., divided by $1,000) of Notes held by such Holder on such date.


 


(ii)             
Certain Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05(A)
or Section 5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on
account of:


 


(1)              
except as otherwise provided in Section 5.05(A), the issuance or sale of shares of Common Stock or any securities convertible
into or exchangeable for Common Stock or rights to purchase Common Stock or such convertible or exchangeable securities;


 


(2)              
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 such plan;


 






     - 49 -


     


    

 


 



 


(3)              
the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or
future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;


 


(4)              
the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible, exercisable or exchangeable
security of the Company outstanding as of the Issue Date;


 


(5)              
the repurchase of shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that
is not a tender offer or exchange offer of the kind described in Section 5.05(A)(v);


 


(6)              
solely a change in the par value of the Common Stock; or


 


(7)              
accrued and unpaid interest on the Notes.


 


(C)             
If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one
percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may,
at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest
of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion
Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental
Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes for Redemption; and (v) the Free Convertibility
Date.


 


(D)            
Adjustments Not Yet Effective. Notwithstanding anything to the contrary in the Indenture or the Notes, if:


 


(i)              
a Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(ii)             
the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to
Section 5.05(A) has occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement)
or on or before any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement), but
an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day,
as applicable;


 


(iii)           
the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)
or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination
Settlement); and


 


(iv)            
such shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),
then, solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion
Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the
date on which the Company is otherwise required to deliver the consideration due upon such conversion is before the first date
on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until
the second (2nd) Business Day after such first date.


 






     - 50 -


     


    

 


(E)             
Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding
anything to the contrary in the Indenture or the Notes, if:


 


(i)            
a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section
5.05(A);


 


(ii)            
a Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(iii)           
  the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation
Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the
related record date;


 


(iv)          
  the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical
Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of
Combination Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and


 


(v)        
     such shares would be entitled to participate in such dividend or distribution,


 


then
(x) such Conversion Rate adjustment will not be given effect for such conversion (in the case of Physical Settlement) or for such
VWAP Trading Day (in the case of Combination Settlement); and (y) the shares of Common Stock, if any, issuable upon such conversion
(in the case of Physical Settlement) or issuable with respect to such VWAP Trading Day (in the case of Combination Settlement)
based on such unadjusted Conversion Rate will be entitled to participate in such dividend or distribution.


 


(F)             
Stockholder Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of
such conversion, the Company has in effect any stockholder rights or similar plan, then the Holder of such Note will be entitled
to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under the Indenture
upon such conversion, the rights set forth in such stockholder rights or similar plan, unless such rights have separated from
the Common Stock at such time in accordance with the provisions of the applicable plan in a manner such that Holders would not
be entitled to receive such rights in respect of the Company’s Common Stock, if any, issuable upon conversion of the Notes,
in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1) on account
of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such
Section to all holders of the Common Stock, subject to readjustment in accordance with such Section if such rights expire, terminate
or are redeemed.


 






     - 51 -


     


    

 


(G)            
Equitable Adjustments to Prices. Whenever any provision of the Indenture requires the Company to calculate the average
of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price
or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will (in its good
faith determination) make appropriate adjustments, if any, to such calculations to account for any adjustment to the Conversion
Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion
Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation
Period, as applicable.


 


(H)            
Calculation of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number of shares
of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions
of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays
any dividend or makes any distribution on shares of Common Stock held in its treasury).


 


(I)               
Calculations. All calculations and other determinations under this Section 5.05(A) will be made by the Company and
will be made to the nearest 1/10,000th of a share of Common Stock.


 


(J)               
Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section
5.05(A), the Company will promptly send written notice to the Holders, the Trustee and the Conversion Agent containing (i)
a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in
effect immediately after such adjustment; and (iii) the effective time of such adjustment.


 


Whenever
the Conversion Rate is adjusted as herein provided, the Company will promptly file with the Trustee and the Conversion Agent an
Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee and Conversion Agent shall have received
such Officers’ Certificate, neither the Trustee nor the Conversion Agent shall 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.


 


Section
5.06.     Voluntary Adjustments.


 


(A)            
Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but
is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is
in the best interest of the Company or advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights
to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or
any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase
is irrevocable during such period.


 


(B)             
Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section
5.06(A), then, no later than the first Business Day of the period that such increase is in effect, the Company will send written
notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such
increase will be in effect.


 






     - 52 -


     


    

 


Section
5.07.     Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change.


 


(A)            
Generally. If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during
the related Make-Whole Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable
to such conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table
below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change
Effective Date and the Stock Price of such Make-Whole Fundamental Change:


 


	Make-Whole

    Fundamental
 Change	 	Stock
    Price	 
	Effective
    Date	 	$18.00	 	 	$20.00	 	 	$23.40	 	 	$25.00	 	 	$30.42	 	 	$40.00	 	 	$50.00	 	 	$60.00	 	 	$75.00	 	 	$100.00	 	 	$125.00	 	 	$175.00	 	 	$225.00	 
	May
    14, 2020	 	 	12.8205	 	 	 	11.2575	 	 	 	8.6821	 	 	 	7.7776	 	 	 	5.6114	 	 	 	3.5760	 	 	 	2.4922	 	 	 	1.8590	 	 	 	1.2907	 	 	 	0.7765	 	 	 	0.4882	 	 	 	0.1713	 	 	 	0.0000	 
	May
    15, 2021	 	 	12.8205	 	 	 	10.9790	 	 	 	8.2671	 	 	 	7.3308	 	 	 	5.1364	 	 	 	3.1638	 	 	 	2.1650	 	 	 	1.6020	 	 	 	1.1093	 	 	 	0.6710	 	 	 	0.4262	 	 	 	0.1564	 	 	 	0.0000	 
	May
    15, 2022	 	 	12.8205	 	 	 	10.5920	 	 	 	7.7184	 	 	 	6.7480	 	 	 	4.5385	 	 	 	2.6693	 	 	 	1.7866	 	 	 	1.3118	 	 	 	0.9084	 	 	 	0.5542	 	 	 	0.3561	 	 	 	0.1358	 	 	 	0.0000	 
	May
    15, 2023	 	 	12.8205	 	 	 	10.0945	 	 	 	7.0132	 	 	 	6.0032	 	 	 	3.7965	 	 	 	2.0900	 	 	 	1.3634	 	 	 	0.9967	 	 	 	0.6943	 	 	 	0.4294	 	 	 	0.2794	 	 	 	0.1105	 	 	 	0.0000	 
	May
    15, 2024	 	 	12.8205	 	 	 	9.4280	 	 	 	6.0538	 	 	 	4.9976	 	 	 	2.8429	 	 	 	1.4153	 	 	 	0.9038	 	 	 	0.6658	 	 	 	0.4719	 	 	 	0.2974	 	 	 	0.1959	 	 	 	0.0802	 	 	 	0.0000	 
	May
    15, 2025	 	 	12.8205	 	 	 	8.4400	 	 	 	4.5662	 	 	 	3.4660	 	 	 	1.5516	 	 	 	0.6668	 	 	 	0.4366	 	 	 	0.3332	 	 	 	0.2425	 	 	 	0.1554	 	 	 	0.1033	 	 	 	0.0437	 	 	 	0.0000	 
	May
    15, 2026	 	 	12.8205	 	 	 	7.2650	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


If
such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:


 


(i)                
if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between
two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the
numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates
in the table above, based on a 365- or 366-day year, as applicable; and


 


(ii)             
if the Stock Price is greater than $225.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $18.00 (subject to adjustment in the
same manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding
anything to the contrary in the Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds
55.5555 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner
as, and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section
5.05(A).


 






     - 53 -


     


    

 


For
the avoidance of doubt, but subject to Section 4.03(I), (x) the sending of a Redemption Notice will constitute a Make-Whole
Fundamental Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect
to any other Notes; and (y) the Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase
pursuant to this Section 5.07 on account of such Redemption Notice.


 


(B)             
Adjustment of Stock Prices and Additional Shares. The Stock Prices in the first row (i.e., the column headers) of
the table set forth in Section 5.07(A) will be adjusted as of each time when the Conversion Rate of the Notes is adjusted.
The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to the adjustment, multiplied by a fraction,
the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and
the denominator of which is the Conversion Rate as so adjusted. The numbers of Additional Shares in the table set forth in Section
5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Rate
is adjusted pursuant to Section 5.05(A).


 


(C)             
Notice of the Occurrence of a Make-Whole Fundamental Change. The Company will notify in writing the Holders, the Trustee
and the Conversion Agent of each Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of such
term no later than the Business Day following the Effective Date of such Make-Whole Fundamental Change. The Company will notify
in writing Holders, the Trustee and the Conversion Agent of each Make-Whole Fundamental Change occurring pursuant to clause
(B) of the definition of such term pursuant to Section 4.03.


 


Section
5.08.     Exchange in Lieu of Conversion.


 


Notwithstanding
anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted
for conversion, the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution
designated by the Company (a “Designated Institution”). To make such election, the Company must send written notice
of such election to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) before the Close
of Business on the Business Day (or, if Cash Settlement or Combination Settlement applies to such conversion, the second (2nd)
Business Day) immediately following the Conversion Date for such Note (an “Exchange Election”) and shall notify the
Designated Institution and the Trustee and the Conversion Agent of the relevant Settlement Method and the relevant deadline for
payment and/or delivery of the Conversion Consideration. If the Company has made an Exchange Election, then:


 


(A)            
no later than the second Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion
Agent to deliver) such Notes, surrendered for exchange, to the Designated Financial Institution in lieu of conversion. In order
to accept any Notes surrendered for exchange, the Designated Institution must agree to timely pay and/or deliver such Conversion
Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5;
and


 


(B)             
such Note will not cease to be outstanding by reason of such exchange in lieu of conversion, subject to the applicable procedures
of the Depositary;


 


provided,
however, that if the Designated Institution does not accept such Note or fails to timely deliver such Conversion Consideration,
then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this
Article 5 as if the Company had not elected to make an exchange in lieu of conversion. The Conversion Agent will be entitled
to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and will have no
liability in respect of such Exchange Election.


 


The
Company’s designation of any Designated Institution to which the Notes may be submitted for exchange does not require such
Designated Institution to accept any Notes. The Company shall promptly notify in writing the Trustee and the Conversion Agent
(if other than the Trustee) if any Notes for which an Exchange Election has been made are not accepted by the Designated Institution
for such Exchange Election.


 






     - 54 -


     


    

 


Section
5.09.     Effect of Common Stock Change Event.


 


(A)            
Generally. If there occurs any:


 


(i)             
recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or
combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value
or (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);


 


(ii)             
consolidation, merger, combination or binding or statutory share exchange involving the Company;


 


(iii)           
sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole,
to any Person; or


 


(iv)           
other similar event,


 


and,
as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other
securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,”
and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference
Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event
(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference
Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notes,


 


(1)       from
and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any Note,
and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares
of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference
Property Units; (II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section
(or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III)
for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms
 “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts
representing common equity), if any, forming part of such Reference Property;


 






     - 55 -


     


    

 


(2)       if
such Reference Property Unit consists entirely of cash, then (i) the consideration due upon conversion of each $1,000 principal
amount of Notes will be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date for such conversion,
multiplied by the amount of cash constituting the Reference Property Unit; and (ii) the Company will pay the cash due upon such
conversions no later than the second (2nd) Business Day after the relevant Conversion Date; and


 


(3)       for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity
securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg
page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof
that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit
or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion
thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face
amount thereof).


 


If
the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder
election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts
of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify in writing
Holders, the Trustee and the Conversion Agent of such weighted average as soon as practicable after such determination is made.


 


Substantially
concurrently with or prior to the effective time of such Common Stock Change Event, the Company and the resulting, surviving or
transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute
and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x)
provide for subsequent adjustments to the Conversion Rate in a manner consistent with this Article 5; and (y) contain such
other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders
and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other
securities or assets (other than cash) of a Person other than the Successor Person, then such other Person will also execute such
supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably
determines are appropriate to preserve the economic interests of the Holders.


 


(B)             
Notice of Common Stock Change Events. The Company will provide written notice of each Common Stock Change Event to Holders,
the Trustee and the Conversion Agent no later than the Business Day following the effective date of the Common Stock Change Event.


 


(C)             
Compliance Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent
with this Section 5.09.


 






     - 56 -


     


    

 


Article
6.         Successors


 


Section
6.01.     When the Company May Merge, Etc.


 


(A)            
Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more
of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”),
unless:


 


(i)                
the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is (a) a corporation or (b)
a limited liability company or limited partnership, in each case organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia (such Person described in clause (a) or (b), the “Successor Entity”),
provided that in the case of clause (b), (x) if such limited liability company or limited partnership is not treated as
a corporation for U.S. federal income tax purposes, the Company shall have received, and shall have notified the Trustee of such
receipt of, an opinion of a nationally recognized tax counsel to the effect that such transaction or series of related transactions
will not be treated as an exchange under Section 1001 of the Code for the Holders or beneficial owners of the Notes and (y) such
limited liability company or limited partnership shall be a direct or indirect, wholly owned subsidiary of, and disregarded as
an entity separate from, a corporation existing under the laws of the United States of America, any State thereof or the District
of Columbia and the Reference Property underlying the Notes shall consist of cash and/or common stock of such corporation, and
in each case if such Person is not the Company, expressly assumes (by executing and delivering to the Trustee, at or before the
effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s
obligations under the Indenture and the Notes; and


 


(ii)             
immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing.


 


(B)             
Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Prior to or substantially simultaneously
with the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate
and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture)
comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in the Indenture
have been satisfied.


 


Section
6.02.     Successor Entity Substituted.


 


At
the effective time of any Business Combination Event that complies with Section 6.01, the Successor Entity (if not the
Company) will succeed to, and may exercise every right and power of, the Company under the Indenture and the Notes with the same
effect as if such Successor Entity had been named as the Company in the Indenture and the Notes, and, except in the case of a
lease, the predecessor Company will be discharged from its obligations under the Indenture and the Notes.


 






     - 57 -


     


    

 


Article
7.         Defaults
and Remedies


 


Section
7.01.     Events of Default.


 


(A)            
Definition of Events of Default. “Event of Default” means the occurrence of any of the following:


 


(i)           
a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of
the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;


 


(ii)          
a default for thirty (30) days in the payment when due of interest on any Note;


 


(iii)         
the Company’s failure to deliver, when required by the Indenture, a Fundamental Change Notice, or a notice pursuant to Section
5.01(C)(i)(3);


 


(iv)         
a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion
right with respect thereto, if such default is not cured within five (5) days after its occurrence;


 


(v)          
a default in the Company’s obligations under Article 6;


 


(vi)         
a default in any of the Company’s obligations or agreements under the Indenture or the Notes (other than a default set forth
in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where such default
is not cured or waived within sixty (60) days after written notice to the Company by the Trustee, or to the Company and the Trustee
by Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must
specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;


 


(vii)       
a default by the Company or any of its Significant Subsidiaries with respect to one or more mortgages, agreements or other instruments
under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed in excess of
fifty million dollars ($50,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of our Significant
Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created (i) resulting in such indebtedness
becoming or being declared due and payable before its stated maturity or (ii) constituting a failure to pay the principal of,
or premium or interest on, any of such indebtedness when due and payable at its stated maturity, upon required repurchase, upon
declaration of acceleration or otherwise, and such default has not been rescinded or annulled or such failure to pay has not been
cured or waived, as the case may be within thirty (30) days after written notice to the Company by the Trustee or to the Company
and the Trustee by Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding;


 


(viii)       
one or more final judgments being rendered against the Company or any of its Significant Subsidiaries for the payment of at least
fifty million dollars ($50,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance
or indemnity), where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to
appeal the same has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;


 






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(ix)          
the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:


 


(1)              
commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Company or any
such Significant Subsidiary or its debts;


 


(2)              
consents to the entry of an order for relief against it in an involuntary case or proceeding;


 


(3)              
consents to the appointment of a custodian of it or for any substantial part of its property;


 


(4)              
makes a general assignment for the benefit of its creditors; or


 


(5)              
takes any comparable action under any foreign Bankruptcy Law; or


 


(x)              
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:


 


(1)              
is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding;


 


(2)              
appoints a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the
Company or any of its Significant Subsidiaries;


 


(3)              
orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or


 


(4)              
grants any similar relief under any foreign Bankruptcy Law,


 


and,
in each case under this Section 7.01(A)(x), such order or decree remains unstayed and in effect for at least sixty (60)
days.


 


Section
7.02.     Acceleration.


 


(A)            
Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x)
occurs with respect to the Company (and not solely with respect to one or more Significant Subsidiaries of the Company), then
the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due
and payable without any further action or notice on the part of the Trustee or any Holder.


 






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(B)             
Optional Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth
in Section 7.01(A)(ix) or 7.01(A)(x) with respect to the Company and not solely with respect to one or more Significant
Subsidiaries of the Company) occurs and is continuing, then the Trustee, by written notice to the Company, or Holders of at least
twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding, by written notice to the Company and the
Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become
due and payable immediately.


 


(C)             
Rescission of Acceleration. Notwithstanding anything to the contrary in the Indenture or the Notes, the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may, on behalf
of all Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any
judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal
of, or interest on, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission
will affect any subsequent Default or impair any right consequent thereto.


 


Section
7.03.     Sole Remedy for a Failure to Report.


 


(A)            
Generally. Notwithstanding anything to the contrary in the Indenture or the Notes, the Company may elect that the sole
remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising
from the Company’s failure to comply with Section 3.02 (including Section 314(a)(1) of the Trust Indenture Act) will,
for each of the first three hundred and sixty-five (365) calendar days on which a Reporting Event of Default has occurred and
is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an election,
then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event
of Default from, and including, the three hundred and sixty-sixth (366th) calendar day on which a Reporting Event of Default has
occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest
will cease to accrue on any Notes from, and including, such three hundred and sixty-sixth (366th) calendar day (it being understood
that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first one hundred and eighty (180) days on which
Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount
thereof. For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that
accrues on such Note.


 


(C)             
Notice of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the
Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly
describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy
for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during
which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to acceleration
on account of such Reporting Event of Default.


 






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(D)            
Notice to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later
than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s
Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note
on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. 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 amounts are payable. The Trustee will have no duty to determine whether any Special Interest is payable or
the amount thereof.


 


(E)             
No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event
of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other
Reporting Event of Default.


 


Section
7.04.     Remedies Cumulative.


 


The
Trustee may maintain a proceeding even if it does not possess any of the Notes. A delay or omission by the Trustee or any Holder
in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of,
or acquiescence in, such Event of Default. All powers and remedies given by this Article 7 to the Trustee or to the Holders
will, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers or 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 the Indenture.


 


Section
7.05.     Waiver of Past Defaults.


 


An
Event of Default pursuant to clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in the
case of clause (vi) only, results from a Default under any covenant that cannot be amended without the consent of each
affected Holder), and a Default that would (after notice, passage of time or both) lead to such an Event of Default, can be waived
only with the consent of each affected Holder. Each other Default or Event of Default may be waived, on behalf of all Holders,
by the Holders of a majority in aggregate principal amount of the Notes then outstanding. If an Event of Default is so waived,
then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom
will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair
any right arising therefrom.


 


Section
7.06.     Control by Majority.


 


Holders
of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law, the Indenture or the Notes, or that, subject to Section
10.01, may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee shall not have an affirmative
duty to ascertain whether or not such direction is unduly prejudicial to any other Holder) or may involve the Trustee in liability,
unless the Trustee is offered security and indemnity satisfactory to the Trustee against any loss, cost, liability or expense
to the Trustee that may result from the Trustee’s following such direction.


 






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Section
7.07.     Limitation on Suits.


 


No
Holder may pursue any remedy with respect to the Indenture or the Notes (except to enforce (x) its rights to receive the principal
of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s
obligations to convert any Notes pursuant to Article 5 on or after the respective due dates therefor provided in the Indenture
and the Notes), unless:


 


(A)            
such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;


 


(B)             
Holders of at least twenty-five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a written request
to the Trustee to pursue such remedy;


 


(C)             
such Holder or Holders offer and provide to the Trustee security and indemnity satisfactory to the Trustee against any loss, cost,
liability or expense to the Trustee that may result from the Trustee’s following such request;


 


(D)            
the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer
of security or indemnity; and


 


(E)             
during such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding
do not deliver to the Trustee a direction that is inconsistent with such request.


 


A
Holder of a Note may not use the Indenture to prejudice the rights of another Holder or to obtain a preference or priority over
another Holder. The Trustee will have no duty to determine whether any Holder’s use of the Indenture complies with the preceding
sentence.


 


Section
7.08.     Absolute Right of Holders to Receive Payment and Conversion Consideration and to Institute Suit
for the Enforcement of such Right.


 


Notwithstanding
anything to the contrary in the Indenture or the Notes, but without limiting the provisions of Section 8.01, the right
of each Holder of a Note to receive any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon conversion
of, such Note on or after the respective due dates therefor provided in the Indenture and the Notes, or to bring suit for the
enforcement of any such payment or delivery after such respective due dates, will not be impaired or affected without the consent
of such Holder.


 






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Section
7.09.     Collection Suit by Trustee.


 


The
Trustee will have the right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii)
or (iv) of Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the
Company for the total unpaid or undelivered principal of, or Redemption Price or Fundamental Change Repurchase Price for, or interest
on, or Conversion Consideration due pursuant to Article 5 upon conversion of, the Notes, as applicable, and, to the extent
lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of
collection, including compensation provided for in Section 10.06.


 


Section
7.10.     Trustee May File Proofs of Claim.


 


The
Trustee has the right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor
upon the Notes) or its creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable
on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the
Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for
the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts
payable to the Trustee pursuant to Section 10.06. To the extent that the payment of any such compensation, expenses, disbursements,
advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured
by a lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
may be entitled to receive in such proceeding (whether in liquidation or under any plan of reorganization or arrangement or otherwise).
Nothing in the Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
7.11.     Priorities.


 


The
Trustee will pay or deliver in the following order any money or other property that it collects pursuant to this Article 7:


 


First:to
the Trustee, any Note Agent and their respective agents and attorneys for amounts due under Section 10.06, including payment
of all fees, compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses
of collection;


 


Second:to
Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and
without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and





 


Third:to
the Company or such other Person as a court of competent jurisdiction directs.


 






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The
Trustee may fix a record date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11,
in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before
such record date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment
or nature of such delivery, as applicable.


 


Section
7.12.     Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under the Indenture or the Notes or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such
suit of an undertaking to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees)
against any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such
litigant party; provided, however, that this Section 7.12 does not apply to any suit by the Trustee, any
suit by a Holder pursuant to Section 7.08 or any suit by one or more Holders of more than ten percent (10%) in aggregate
principal amount of the Notes then outstanding.


 


Article
8.         Amendments,
Supplements and Waivers


 


Section
8.01.     Without the Consent of Holders.


 


Notwithstanding
anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement the Indenture or the Notes
without the consent of any Holder to:


 


(A)            
cure any ambiguity or correct any omission, defect or inconsistency in the Indenture or the Notes;


 


(B)             
add guarantees with respect to the Company’s obligations under the Indenture or the Notes;


 


(C)             
secure the Notes;


 


(D)            
add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred
on the Company;


 


(E)             
provide for the assumption of the Company’s obligations under the Indenture and the Notes pursuant to, and in compliance
with, Article 6;


 


(F)             
enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock
Change Event;


 


(G)            
irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such
election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note
pursuant to Section 5.03(A);


 






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(H)            
evidence or provide for the acceptance of the appointment of a successor Trustee;


 


(I)             
conform the provisions of the Indenture and the Notes to the “Description of Notes” section of the Company’s
preliminary prospectus supplement, dated May 11, 2020, as supplemented by the related pricing term sheet, dated May 11, 2020;


 


(J)             
provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);


 


(K)            
provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that,
at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the
Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act;


 


(L)             
increase the Conversion Rate as provided in the Indenture;


 


(M)           
comply with any requirement of the SEC in connection with the qualification of the Indenture, or any supplemental indenture thereto,
under the Trust Indenture Act, as then in effect; or


 


(N)            
make any other change to the Indenture or the Notes that does not adversely affect the rights of the Holders, as such, in any
material respect, as determined by the Company in good faith.


 


Section
8.02.     With the Consent of Holders.


 


(A)            
Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company
and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding,
amend or supplement the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes. Notwithstanding
anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder,
no amendment or supplement to the Indenture or the Notes, or waiver of any provision of the Indenture or the Notes, may:


 


(i)            
reduce the principal, or change the stated maturity, of any Note;


 


(ii)           
reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change in any manner adverse to any Holder
the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;


 


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


 


(iv)          
make any change that adversely affects the conversion rights of any Note, except as otherwise permitted by the Indenture;


 









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(v)           
impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);


 


(vi)          
change the ranking of the Notes;


 


(vii)         
make any Note payable in money, other than that stated in the Indenture or the Note or make any Note payable at a place of payment
outside of the continental United States;


 


(viii)      
   reduce the percentage in aggregate principal amount of Notes whose Holders must consent to any amendment, supplement, waiver
or other modification; or


 


(ix)           
make any direct or indirect change to any amendment, supplement, waiver or modification provision of the Indenture or the Notes
that requires the consent of each affected Holder.


 


(B)             
Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02
need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.


 


Section
8.03.     Notice of Amendments, Supplements and Waivers.


 


As
soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes
effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement
or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will
not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report
filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of
any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.


 


Section
8.04.     Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.


 


(A)            
Revocation and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and
constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness
as the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section
8.04(B)) any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such
amendment, supplement or waiver becomes effective.


 


(B)             
Special Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders
entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article
8. If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who are
Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent
previously given or to take any such action, regardless of whether such Persons continue to be Holders after such record date;
provided, however, that no such consent will be valid or effective for more than one hundred and twenty (120) calendar
days after such record date.


 






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(C)             
Solicitation of Consents. For the avoidance of doubt, each reference in the Indenture or the Notes to the consent of a
Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for,
any Notes.


 


(D)            
Effectiveness and Binding Effect. Each amendment, supplement or waiver pursuant to this Article 8 will become effective
in accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter
bind every Holder of such Note (or such portion).


 


Section
8.05.     Notations and Exchanges.


 


If
any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require
the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by
the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for
such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02,
a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this
Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.


 


Section
8.06.     Trustee to Execute Supplemental Indentures.


 


The
Trustee must execute and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided,
however, that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment
or supplemental indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any
amendment or supplemental indenture, the Trustee will be entitled to receive, and (subject to Sections 10.01 and 10.02)
will be fully protected in conclusively relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A)
the execution and delivery of such amendment or supplemental indenture is authorized or permitted by the Indenture; and (B) in
the case of the Opinion of Counsel, such amendment or supplemental indenture is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.


 


Article
9.         Satisfaction
and Discharge


 


Section
9.01.     Termination of Company’s Obligations.


 


The
Indenture will be discharged, and will cease to be of further effect as to all Notes issued under the Indenture, when:


 


(A)            
all Notes then outstanding (other than Notes replaced pursuant to Section 2.12) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity
Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 









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(B)             
the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered
to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or
other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.12);


 


(C)             
the Company has paid all other amounts payable by it under the Indenture with respect to the Notes; and


 


(D)            
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions
precedent to the discharge of the Indenture with respect to the Notes have been satisfied;


 


provided,
however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding,
Section 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other
property deposited with them will survive such discharge.


 


At
the Company’s request, the Trustee will acknowledge the satisfaction and discharge of the Indenture as to the Notes.


 


Section
9.02.     Repayment to Company.


 


Subject
to applicable unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company
if there exists (and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other
property held by any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which
such payment or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will
have no further liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled
to the payment or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a
general creditor of the Company.


 


Section
9.03.     Reinstatement.


 


If
the Trustee, the Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant
to Section 9.01 because of any legal proceeding or any order or judgment of any court or other governmental authority that
enjoins, restrains or otherwise prohibits such application, then the discharge of the Indenture pursuant to Section 9.01
will be rescinded; provided, however, that if the Company thereafter pays or delivers any securities, cash or other
property due on the Notes to the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive
such securities, cash or other property from the securities, cash or other property, if any, held by the Trustee, the Paying Agent
or the Conversion Agent, as applicable.


 






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Article
10.      Trustee


 


Section
10.01. Duties of the Trustee.


 


(A)            
If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by
the 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.


 


(B)             
Except during the continuance of an Event of Default:


 


(i)                
the duties of the Trustee will be determined solely by the express provisions of the Indenture, and the Trustee need perform only
those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read
into the Indenture against the Trustee; and


 


(ii)             
in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided
to the Trustee and conform to the requirements of the Indenture. The Trustee will examine the certificates and opinions to determine
whether or not they conform to the requirements of the Indenture, but need not verify the contents thereof.


 


(C)             
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)             
this paragraph will not limit the effect of Section 10.01(B);


 


(ii)            
the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)           
the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 7.06.


 


(D)            
Each provision of the Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C)
of this Section 10.01, regardless of whether such provision so expressly provides.


 


(E)             
No provision of the Indenture will require the Trustee to expend or risk its own funds or incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers.


 


(F)             
The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.


 






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Section
10.02. Rights of the Trustee.


 


(A)            
The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person,
and the Trustee need not investigate any fact or matter stated in such document.


 


(B)             
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both.
The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel. The Trustee may consult with counsel; and the verbal and written advice of such counsel, or any Opinion
of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in
reliance thereon without liability.


 


(C)             
The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such
agent appointed with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any Depositary.


 


(D)            
The Trustee will not be liable for any action it takes or omits to take in good faith.


 


(E)             
Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company.


 


(F)             
The Trustee need not exercise any rights or powers vested in it by the Indenture absent direction from the requisite percentage
of Holders, and need not act at the request or direction of any Holder unless such Holder has offered the Trustee security or
indemnity satisfactory to the Trustee against any loss, cost, liability or expense that it may incur in complying with such request
or direction.


 


(G)            
The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


(H)            
None of the permissive rights of the Trustee enumerated in the Indenture will be construed as a duty.


 


(I)             
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, note, other evidence of indebtedness
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.


 


(J)             
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular
Series and this Indenture.


 






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(K)            
The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law.


 


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


 


(M)           
Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.


 


Section
10.03. Individual Rights of the Trustee.


 


The
Trustee, in its individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the
Company or any of its Affiliates with the same rights that it would have if it were not Trustee; provided, however,
that if the Trustee acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture
Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have the same rights
and duties as the trustee under this Section 10.03.


 


Section
10.04. Trustee’s Disclaimer.


 


The
Trustee will not be (A) responsible for, and makes no representation as to, the validity or adequacy of the Indenture or the Notes;
(B) accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s
direction under any provision of the Indenture; (C) responsible for the use or application of any money received by any Paying
Agent other than the Trustee; and (D) responsible for any statement or recital in the Indenture, the Notes or any other document
relating to the sale of the Notes or the Indenture, other than the Trustee’s certificate of authentication.


 


Section
10.05. Notice of Defaults.


 


The
Trustee shall not be deemed to have knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has
actually received a written notice of such Default or Event of Default. If a Default or Event of Default occurs and is continuing
and is actually known to a Responsible Officer of the Trustee, then the Trustee must notify the Holders of such Default or Event
of Default within ninety (90) days after it occurs or, if it is not known to the Trustee at such time, promptly (and in any event
within ten (10) Business Days) after it becomes known to a Responsible Officer; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal of, or interest on, any Note, the Trustee may withhold
such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders.


 


Section
10.06. Compensation and Indemnity.


 


(A)            
The Company will, from time to time, pay the Trustee compensation for its acceptance of the Indenture and services under the Indenture
as may be agreed by the Company and the Trustee in writing from time to time. The Trustee’s compensation will not be limited
by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services,
the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it under the Indenture, including the reasonable and documented compensation, disbursements and expenses of the Trustee’s
agents and counsel.


 






     - 71 -


     


    

 


(B)             
The Company will indemnify the Trustee (acting in any capacity hereunder) and any predecessor Trustee and their agents and hold
it harmless (including the cost of defending itself) against any and all losses, damages, claims, costs, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or administration of its duties under the Indenture, including
the costs and expenses of enforcing the Indenture against the Company (including this Section 10.06) and defending itself
against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties under the Indenture, and the expenses and costs (including reasonable attorneys'
fees and expenses and court costs) incurred in connection with any action, claim or suit brought to enforce the Trustee's right
to indemnification), except to the extent any such loss, liability or expense may be attributable to its negligence or willful
misconduct, as finally adjudicated by a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim
for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its
obligations under this Section 10.06(B). The Company will have the right to assume the defense of such claim, and the Trustee
will cooperate in such defense. If the Company defends such claim and the Trustee is advised by counsel that it may have defenses
available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict
of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable and documented fees and expenses
of such counsel (including the reasonable and documented fees and expenses of counsel to the Trustee incurred in evaluating whether
such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent
will not be unreasonably withheld.


 


(C)             
The obligations of the Company under this Section 10.06 will survive the resignation or removal of the Trustee and the
satisfaction and discharge of the Indenture.


 


(D)            
To secure the Company’s payment obligations in this Section 10.06, the Trustee will have a lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular
Notes, which lien will survive the discharge of the Indenture.


 


(E)             
If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (ix) or (x) of Section
7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section
10.07. Replacement of the Trustee.


 


(A)            
Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment
of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in
this Section 10.07.


 






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(B)             
The Trustee may resign at any time and be discharged from the trust created by the Indenture by so notifying the Company. The
Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:


 


(i)             
the Trustee fails to comply with Section 10.09;


 


(ii)           
the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(iii)           
a custodian or public officer takes charge of the Trustee or its property; or


 


(iv)           
the Trustee becomes incapable of acting.


 


(C)             
If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will
promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor
Trustee appointed by the Company.


 


(D)            
If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, then the
retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding
may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company.


 


(E)             
If the Trustee, after written request by a Holder who has been a bona fide Holder of Notes for at least six (6) months
(and who provides evidence satisfactory to the Trustee of such holding), fails to comply with Section 10.09, then such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(F)             
A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which
notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights,
powers and duties of the Trustee under the Indenture. The successor Trustee will send notice of its succession to Holders. The
retiring Trustee will, upon payment of all amounts due to it under the Indenture, promptly transfer all property held by it as
Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section
10.06(D).


 


Section
10.08. Successor Trustee by Merger, Etc.


 


If
the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, then such corporation will become the successor Trustee and have and succeed to the rights, powers, duties, immunities
and privileges of its predecessor, without the execution or filing of any instrument or paper or the performance of any further
act.


 






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Section
10.09. Eligibility; Disqualification.


 


There
will at all times be a Trustee under the Indenture that is a corporation organized and doing business under the laws of the United
States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $ 50.0 million
as set forth in its most recent published annual report of condition.


 


Article
11.       Miscellaneous


 


Section
11.01. Notices.


 


Any
notice or communication by the Company or the Trustee to the other will be deemed to have been duly given if in writing and delivered
in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission
or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the
other’s address, which initially is as follows:


 


If
to the Company:


 


Penn
National Gaming, Inc.


Wyomissing
Professional Center


825
Berkshire Boulevard, Suite 200


Wyomissing,
PA 19610


Attention:
Carl Sottosanti


Telephone:
(610) 378-8214


 


If
to the Trustee:


 


Wells
Fargo Bank, National Association


600
South 4th Street, 6th Floor


Minneapolis,
MN 55415


Attn:
Global Corporation Trust Services – Penn National Gaming Administrator


 


The
Company or the Trustee, by notice to the other, may designate additional or different addresses (including facsimile numbers and
electronic addresses) for subsequent notices or communications.


 


All
notices and communications (other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered
by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C)
when receipt acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic
communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


 






     - 74 -


     


    

 


All
notices or communications required to be made to a Holder pursuant to the Indenture must be made in writing and will be deemed
to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery, to its address shown on the Register; provided, however, that a notice
or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which
case, such notice will be deemed to be duly sent or given in writing). The failure to send a notice or communication to a Holder,
or any defect in such notice or communication, will not affect its sufficiency with respect to any other Holder. Signatures of
the parties hereto transmitted by facsimile or PDF will constitute effective execution and delivery of this Supplemental Indenture
as to the other parties hereto and will be deemed to be their original signatures for all purposes. The Company agrees to assume
all risks arising out of the use of using signatures by electronic methods to submit communications to Trustee, including, without
limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


If
the Trustee is then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to
the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary
Procedures, provided such request is evidenced in a Company Order delivered, together with the text of such notice, to
the Trustee at least two (2) Business Days (or such shorter time as the Trustee may agree to in writing) before the date such
notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate
or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder
pursuant to any such Company Order.


 


If
a notice or communication is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have
been duly given, whether or not the addressee receives it.


 


Notwithstanding
anything to the contrary in the Indenture or the Notes, (A) whenever any provision of the Indenture requires a party to send notice
to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities;
and (B) whenever any provision of the Indenture requires a party to send notice to more than one receiving party, and each receiving
party is the same Person acting in different capacities, then only one such notice need be sent to such Person.


 


Section
11.02. Delivery of Officer’s Certificate
and Opinion of Counsel as to Conditions Precedent.


 


Upon
any request or application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the
Trustee:


 


(A)            an
Officer’s Certificate that complies with Section 11.03 and states that, in the opinion of the Officer, all conditions
precedent and covenants, if any, provided for in the Indenture relating to such action have been satisfied; and


 


(B)            
an Opinion of Counsel that complies with Section 11.03 and states that, in the opinion of such counsel, all such conditions
precedent and covenants, if any, have been satisfied.


 






     - 75 -


     


    

 


Section
11.03. Statements Required in Officer’s
Certificate and Opinion of Counsel.


 


Each
Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel
with respect to compliance with a covenant or condition provided for in the Indenture will include:


 


(A)           
a statement that the person thereto has read such covenant or condition;


 


(B)            
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
therein are based;


 


(C)            
a statement that, in the opinion of such person he, she or it has made such examination or investigation as is necessary to enable
him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(D)            
a statement as to whether, in the opinion of such person, such covenant or condition has been satisfied.


 


Section
11.04. Rules by the Trustee, the Registrar and
the Paying Agent.


 


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


 


Section
11.05. No Personal Liability of Directors, Officers,
Employees and Stockholders.


 


No
past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability
for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of,
such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability, and such waiver
and release are part of the consideration for the issuance of the Notes.


 


Section
11.06. Governing Law; Waiver of Jury Trial.


 


THE
INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS
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 THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED BY THE INDENTURE OR THE NOTES.


 






     - 76 -


     


    

 


Section
11.07. Submission to Jurisdiction.


 


Any
legal suit, action or proceeding arising out of or based upon the Indenture or the transactions contemplated by the Indenture
may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State
of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each
party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of
any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such
party’s address set forth in Section 11.01 (as such address may be changed in accordance with the terms thereof)
will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the
Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not
to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.


 


Section
11.08. No Adverse Interpretation of Other Agreements.


 


Neither
the Indenture nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries
or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret the Indenture or the Notes.


 


Section
11.09. Successors.


 


All
agreements of the Company in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture
will bind its successors.


 


Section
11.10. 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 or other recognized
public emergency, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services,
it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


 


 


Section
11.11. U.S.A. PATRIOT Act.


 


The
Company acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions,
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 Company agrees
to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.


 






     - 77 -


     


    

 


Section
11.12. Calculations.


 


Except
as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Indenture
or the Notes, including determinations of the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the
Daily Share Amount, accrued interest on the Notes and the Conversion Rate. Neither the Trustee, the Paying Agent, the Registrar
nor the Conversion Agent will have any liability or responsibility for any calculation under the Indenture or in connection with
the Notes, for any information used in connection with such calculation or any determination made in connection with a conversion
of Notes. Neither the Trustee, the Paying Agent, the Registrar nor the Conversion Agent shall have any obligation to independently
determine or verify if any Fundamental Change, Make Whole Fundamental Change, Merger Event, Trigger Event, or any other event
has occurred or to notify the Holders of any such event. Further, neither the Trustee, the Paying Agent, the Registrar nor the
Conversion Agent shall have any responsibility for any other party's action or inaction hereunder, including, but not limited
to, any act or omission of any Designated Institution.


 


The
Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all
Holders. The Company will provide a schedule of its calculations to the Trustee and the Conversion Agent, and the Trustee will
promptly forward a copy of each such schedule to any Holder upon written request.


 


Section
11.13. Severability.


 


If
any provision of the Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability
of the remaining provisions of the Indenture or the Notes will not in any way be affected or impaired thereby.


 


Section
11.14. Counterparts.


 


The
parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, and all of them together
represent the same agreement. Delivery of an executed counterpart of this Supplemental Indenture by facsimile, electronically
in portable document format will be effective as delivery of a manually executed counterpart.


 


Section
11.15. Table of Contents, Headings, Etc.


 


The
table of contents and the headings of the Articles and Sections of the Indenture have been inserted for convenience of reference
only, are not to be considered a part of the Indenture and will in no way modify or restrict any of the terms or provisions of
the Indenture.


 


Section
11.16. Withholding Taxes.


 


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


 






     - 78 -


     


    

 


Section
11.17. Trust Indenture Act Controls.


 


If
any provision of the Indenture limits, qualifies or conflicts with another provision that is required to be included in the Indenture
by the Trust Indenture Act, such required or deemed provision of the Trust Indenture Act will control.


 


[The
Remainder of This Page Intentionally Left Blank; Signature Page Follows]


 






     - 79 -


     


    

 



  


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


	 	 
	 	Penn
    National Gaming, Inc.
	 	 
	 	By:	/s/
    Carl Sottosanti
	 	 	Name:	Carl
    Sottosanti
	 	 	Title:	Executive
    Vice President, General Counsel and Secretary
	 	 
	 	 
	 	 
	 	Wells
    Fargo Bank, National Association, as trustee
	 	 
	 	By:	/s/
    Maddy Hughes
	 	 	Name: 	Maddy
    Hughes
	 	 	Title:	Vice
    President



 


[Signature
Page to Supplemental Indenture]


 






     


     


    

 


EXHIBIT
A


 


FORM
OF NOTE


 


[Insert
Global Note Legend, if applicable]


 


 


PENN
NATIONAL GAMING, INC.


 


2.75%
Convertible Senior Note due 2026


 


	CUSIP
No.:   	[___]	Certificate
                                         No. [___]
	ISIN
No.:      	[___]	 






 


Penn
National Gaming, Inc., a Pennsylvania corporation, for value received, promises to pay to [Cede & Co.], or its registered
assigns, the principal sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global
Note)][*] on May 15, 2026 and to pay interest thereon, as provided in the Indenture referred to below, until the principal
and all accrued and unpaid interest are paid or duly provided for.


 


Interest
Payment Dates:      May 15 and November 15 of each year, commencing on [date].


 


Regular
Record Dates:        May 1 and November 1.


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


[The
Remainder of This Page Intentionally Left Blank; Signature Page Follows]







 


 






*
Insert bracketed language for Global Notes only.


 






    A-1


     


    

 


IN
WITNESS WHEREOF, Penn National Gaming, Inc. has caused this instrument to be duly executed as of the date set forth below.


   


	 	 	 	Penn
                                         National Gaming, Inc.
	 	 	 	 
	Date:	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 






    A-2


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Wells
Fargo Bank, National Association, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:	 	 	By:	 
	 	 	 	 	Authorized
                                 Signatory



 






    A-3


     


    

  


PENN
NATIONAL GAMING, INC.


 


2.75%
Convertible Senior Note due 2026


 


This
Note is one of a duly authorized issue of notes of Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”),
designated as its 2.75% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant
to an indenture (the “Base Indenture”), dated as of May 14, 2020 and a first supplemental indenture (as the
same may be amended from time to time, the “Supplemental Indenture,” and the Base Indenture, as amended by
the Supplemental Indenture, and as the same may be further amended or supplemented from time to time with respect to the Notes,
the “Indenture”), dated as of May 14, 2020 each between the Company and Wells Fargo Bank, National Association,
as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.


 


The
Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding
anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture,
the provisions of the Indenture will control.


 


1.                 
Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Supplemental Indenture.
Stated Interest on this Note will begin to accrue from, and including, [date].


 


2.                 
Maturity. This Note will mature on May 15, 2026, unless earlier repurchased, redeemed or converted.


 


3.                 
Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Supplemental
Indenture.


 


4.                 
Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.                 
Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal
to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this
Note by presenting it to the Registrar and delivering any required documentation or other materials.


 


6.                 
Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs,
then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in
an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Supplemental Indenture.


 


7.                 
Right of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and
subject to the terms, set forth in Section 4.03 of the Supplemental Indenture.


 






    A-4


     


    

 


8.                 
Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the
terms, set forth in Article 5 of the Supplemental Indenture.


 


9.                 
When the Company May Merge, Etc. Article 6 of the Supplemental Indenture places limited restrictions on the Company’s
ability to be a party to a Business Combination Event.


 


10.              
Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest
on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner,
and subject to the terms, set forth in Article 7 of the Supplemental Indenture.


 


11.              
Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or
waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Article
8 of the Supplemental Indenture.


 


12.              
No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under
the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting
any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance
of the Notes.


 


13.               
Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated
only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of
authentication of such Note.


 


14.               
Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in
common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common),
CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).


 


15.              
Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


*
* *


 






    A-5


     


    





 


 


 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


INITIAL
PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $[___]


 


The
following exchanges, transfers or cancellations of this Global Note have been made:


 


 





	
        Date
	 	 	Amount of Increase

(Decrease) in 

Principal Amount of

this Global Note	 	Principal Amount of

this Global Note

After Such Increase

(Decrease)	 	Signature of 

Authorized

Signatory of Trustee
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 




 


 



 





 






*
Insert for Global Notes only.


 






     A-6


     


    

 


CONVERSION
NOTICE


 


PENN
NATIONAL GAMING, INC.


 


2.75%
Convertible Senior Notes due 2026


 


Subject
to the terms of the Indenture, by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified
below directs the Company to convert (check one):


 


		o	the
                                         entire principal amount of



 


		o	$                     *
                                         aggregate principal amount of



 


the
Note identified by CUSIP No.                      
and Certificate No.                      .


 


The
undersigned acknowledges that if the Conversion Date of a Note to be converted is after a Regular Record Date and before the next
Interest Payment Date, then such Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an
amount of cash equal to the interest that would have accrued on such Note to, but excluding, such Interest Payment Date.


 


 


	Date:
                                                       	 
	 	(Legal
    Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature
    Guaranteed:
	 	 
	 	 
	 	 	Participant
                                         in a Recognized Signature


Guarantee
Medallion Program



	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory












 





 






*
Must be an Authorized Denomination.


 






     A-7


     


    

 


FUNDAMENTAL
CHANGE REPURCHASE NOTICE


 


PENN
NATIONAL GAMING, INC.


 


2.75%
Convertible Senior Notes due 2026


 


Subject
to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of
the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one):


 


		o	the
                                         entire principal amount of



 


		o	$                     *
                                         aggregate principal amount of



 


the
Note identified by CUSIP No.                      
and Certificate No.                      .


 


The
undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental
Change Repurchase Price will be paid.


 


	Date:
                                                       	 
	 	(Legal
    Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature
    Guaranteed:
	 	 
	 	 
	 	Participant
                                         in a Recognized Signature


Guarantee
Medallion Program



	 	 
	 	By:	 
	 	 	Authorized
    Signatory



 








 








*
Must be an Authorized Denomination.


 






     A-8


     


    

 





ASSIGNMENT
FORM


 


PENN
NATIONAL GAMING, INC.


 


2.75%
Convertible Senior Notes due 2026


 


Subject
to the terms of the Indenture, the undersigned Holder of the within Note assigns to:


 


		Name:	



 


		Address:	



 


Social
security or


tax
identification


		number:	



 


 


the
within Note and all rights thereunder irrevocably appoints:


 


as
agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her.


 


	Date:
                                                       	 
	 	(Legal
    Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature
    Guaranteed:
	 	 
	 	 
	 	Participant
    in a Recognized Signature
	 	Guarantee
    Medallion Program
	 	 
	 	By:	 
	 	 	Authorized
    Signatory







 






     


     


    







 


EXHIBIT
B


 


FORM
OF GLOBAL NOTE LEGEND


 


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


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“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 HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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