Exhibit 4.1


 


EXECUTION VERSION




  


PETIQ, INC.


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 





 



 




INDENTURE


 


Dated as of May 19, 2020


 







 



 


4.00% Convertible Senior Notes due 2026


 


 









     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Article 1.   Definitions; Rules of Construction	1
	Section 1.01.   Definitions	1
	Section 1.02.   Other Definitions	13
	Section 1.03.   Rules of Construction	13
	Article 2.   The Notes	14
	Section 2.01.   Form, Dating and Denominations	14
	Section 2.02.   Execution, Authentication and Delivery	15
	Section 2.03.   Initial Notes and Additional Notes	15
	Section 2.04.   Method of Payment	16
	Section 2.05.   Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	16
	Section 2.06.   Registrar, Paying Agent and Conversion Agent	17
	Section 2.07.   Paying Agent and Conversion Agent to Hold Property in Trust	18
	Section 2.08.   Holder Lists	18
	Section 2.09.   Legends	18
	Section 2.10.   Transfers and Exchanges; Certain Transfer Restrictions	19
	Section 2.11.   Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase
Upon Fundamental Change or Redemption	24
	Section 2.12.   Removal of Transfer Restrictions	25
	Section 2.13.   Replacement Notes	25
	Section 2.14.   Registered Holders; Certain Rights with Respect to Global Notes	26
	Section 2.15.   Cancellation	26
	Section 2.16.   Notes Held by the Company or its Affiliates	26
	Section 2.17.   Temporary Notes	26
	Section 2.18.   Outstanding Notes	27
	Section 2.19.   Repurchases by the Company	27
	Section 2.20.   CUSIP and ISIN Numbers	28
	Article 3.   Covenants	28
	Section 3.01.   Payment on Notes	28
	Section 3.02.   Exchange Act Reports	28
	Section 3.03.   Rule 144A Information	29
	Section 3.04.   Additional Interest	29
	Section 3.05.   Compliance and Default Certificates	30
	Section 3.06.   Stay, Extension and Usury Laws	30
	Section 3.07.   Corporate Existence	30
	Section 3.08.   Acquisition of Notes by the Company and its Affiliates	31
	Section 3.09.   Further Instruments and Acts	31



 






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	Article 4.   Repurchase and Redemption	31
	Section 4.01.   No Sinking Fund	31
	Section 4.02.   Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	31
	Section 4.03.   Right of the Company to Redeem the Notes	35
	Article 5.   Conversion	38
	Section 5.01.   Right to Convert	38
	Section 5.02.   Conversion Procedures	42
	Section 5.03.   Settlement upon Conversion	43
	Section 5.04.   Reserve and Status of Common Stock Issued upon Conversion	46
	Section 5.05.   Adjustments to the Conversion Rate	47
	Section 5.06.   Voluntary Adjustments	58
	Section 5.07.   Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change	58
	Section 5.08.   Exchange in Lieu of Conversion	59
	Section 5.09.   Effect of Common Stock Change Event	60
	Section 5.10.   Responsibility of Trustee and Conversion Agent	62
	Article 6.   Successors	63
	Section 6.01.   When the Company May Merge, Etc.	63
	Section 6.02.   Successor Corporation Substituted	63
	Article 7.   Defaults and Remedies	63
	Section 7.01.   Events of Default	63
	Section 7.02.   Acceleration	65
	Section 7.03.   Sole Remedy for a Failure to Report	66
	Section 7.04.   Other Remedies	67
	Section 7.05.   Waiver of Past Defaults	67
	Section 7.06.   Control by Majority	68
	Section 7.07.   Limitation on Suits	68
	Section 7.08.   Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment
and Conversion Consideration	68
	Section 7.09.   Collection Suit by Trustee	69
	Section 7.10.   Trustee May File Proofs of Claim	69
	Section 7.11.   Priorities	69
	Section 7.12.   Undertaking for Costs	70
	Article 8.   Amendments, Supplements and Waivers	70
	Section 8.01.   Without the Consent of Holders	70
	Section 8.02.   With the Consent of Holders	71
	Section 8.03.   Notice of Amendments, Supplements and Waivers	72
	Section 8.04.   Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	72
	Section 8.05.   Notations and Exchanges	73
	Section 8.06.   Trustee to Execute Supplemental Indentures	73



 






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	Article 9.   Satisfaction and Discharge	74
	Section 9.01.   Termination of Company’s Obligations	74
	Section 9.02.   Repayment to Company	74
	Section 9.03.   Reinstatement	75
	Article 10.   Trustee	75
	Section 10.01.   Duties of the Trustee	75
	Section 10.02.   Rights of the Trustee	76
	Section 10.03.   Individual Rights of the Trustee	77
	Section 10.04.   Trustee’s Disclaimer	77
	Section 10.05.   Notice of Defaults	77
	Section 10.06.   Compensation and Indemnity	78
	Section 10.07.   Replacement of the Trustee	79
	Section 10.08.   Successor Trustee by Merger, Etc.	79
	Section 10.09.   Eligibility; Disqualification	80
	Article 11.   Miscellaneous	80
	Section 11.01.   Notices	80
	Section 11.02.   Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	81
	Section 11.03.   Statements Required in Officer’s Certificate and Opinion of Counsel	81
	Section 11.04.   Rules by the Trustee, the Registrar and the Paying Agent	82
	Section 11.05.   No Personal Liability of Directors, Officers, Employees and Stockholders	82
	Section 11.06.   Governing Law; Waiver of Jury Trial	82
	Section 11.07.   Submission to Jurisdiction	83
	Section 11.08.   No Adverse Interpretation of Other Agreements	83
	Section 11.09.   Successors	83
	Section 11.10.   Force Majeure	83
	Section 11.11.   USA PATRIOT Act	83
	Section 11.12.   Calculations	83
	Section 11.13.   Severability	84
	Section 11.14.   Signatures	84
	Section 11.15.   Table of Contents, Headings, Etc.	84
	Section 11.16.   Withholding Taxes	84


 


Exhibits


 


	Exhibit A: Form of Note	 	A-1
	 	 	 
	Exhibit B-1: Form of Restricted Note Legend	 	B1-1
	 	 	 
	Exhibit B-2: Form of Global Note Legend	 	B2-1
	 	 	 
	Exhibit B-3: Form of Non-Affiliate Legend	 	B3-1




 






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INDENTURE, dated
as of May 19, 2020, between PetIQ, Inc., a Delaware corporation, as issuer (the “Company”), and Wells Fargo
Bank, National Association, as trustee (the “Trustee”).


 


Each party to this
Indenture (as defined below) 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 4.00% Convertible Senior Notes due 2026 (the “Notes”).


 


Article
1. Definitions; Rules of Construction


 


Section
1.01.     Definitions.


 


“Additional
Interest” means any interest that accrues on any Note pursuant to Section 3.04.


 


“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.


 


“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 on 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, regulation or executive order to close or be closed.


 


“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.


 


“Common
Stock” means the Class A common stock, $0.001 par value per share, of the Company, subject to Section 5.09.


 


“Company”
means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors
and assigns.


 






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“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 33.7268 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
this 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.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business related to
this Indenture is principally administered, which office as of the Issue Date is located at 600 South Fourth Street, 6th Floor,
Minneapolis, MN 55415 Attention: Corporate Trust Services PetIQ Administrator, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). With respect
to registration for transfer or exchange, presentation at maturity or for redemptions, such office will also mean the office or
agency of the Trustee located on the Issue Date at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, 7th Floor,
Minneapolis, MN 55415.


 


“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).


 






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“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.


 


“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 “PETQ <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 Initial Purchasers). The Daily VWAP will
be determined without regard to after-hours trading or any other trading outside of the regular trading session.


 


“De-Legending
Deadline Date” means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided,
however, that if such fifteenth (15th) day is after a Regular Record Date and on or before the next Interest Payment Date,
then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after such Interest Payment Date.


 


“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 notice of the new Default
Settlement Method to the Holders, the Trustee and the Conversion Agent.


 


“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 (which,
in the case of Global Notes registered in the name of or held by The Depository Trust Company or its nominee, will be the procedures
of The Depository Trust Company).


 


“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 such issuance,
dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). 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.


 






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


 


“Free Trade
Date” means, with respect to any Note, the date that is one (1) year after the Last Original Issue Date of such Note.


 


“Freely
Tradable” means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred
pursuant to Rule 144 or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate
of the Company during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability
of current public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and
including, the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability
of current public information will be disregarded if the same is satisfied at that time); provided, however, that
from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note: (x) is not
identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears the Restricted
Note Legend. For the avoidance of doubt, whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN
number or to bear the Restricted Note Legend is subject to Section 2.12.


 


“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 its Wholly Owned Subsidiaries, files any report with the SEC indicating that such person or group 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; provided, however, that, for purposes of this clause (A),
no “person” or “group” will be deemed to be the beneficial owner of any securities tendered pursuant to
a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities
are accepted for purchase or exchange under such tender or exchange offer;


 


(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; or (ii) any transaction or series of related
transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification,
recapitalization, acquisition, liquidation or otherwise) 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
merger, consolidation, share exchange or combination of the Company 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);


 






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(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 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 the Reference Property of which 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 (subject, in the case of clause (A) above, to the
proviso to that clause). For the avoidance of doubt, a merger or consolidation that is effected solely to change the Company’s
jurisdiction of organization and that satisfies either the proviso to clause (B) above or the proviso immediately following
clause (D) above will not constitute a Fundamental Change.


 


“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.


 






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“Global Note
Legend” means a legend substantially in the form set forth in Exhibit B-2.


 


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


 


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


 


“Initial Purchasers”
means Jefferies LLC, Raymond James & Associates, Inc., William Blair & Company, L.L.C., Guggenheim Securities, LLC, Oppenheimer
 & Co. Inc. and SunTrust Robinson Humphrey, Inc.


 


“Interest
Payment Date” means, with respect to a Note, each June 1 and December 1 of each year, commencing on December 1, 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 19, 2020.


 


“Last
Original Issue Date” means: (A) with respect to any Notes issued pursuant to the Purchase Agreement (including any Notes
issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in
substitution thereof, the later of (i) the Issue Date and (ii) the last date any Notes are originally issued pursuant to the exercise
of the Shoe Option; and (B) with respect to any Notes issued pursuant to Section 2.03(B), and any Notes issued in
exchange therefor or in substitution thereof, either: (i) the later of (x) the date such Notes are originally issued and (y) the
last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial
purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate
delivered to the Trustee before the original issuance of such Notes.


 


“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 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 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 Common Stock on such Trading Day
from a nationally recognized independent investment banking firm selected by the Company, which may be any of the Initial Purchasers.
Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.


 






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“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.


 


“Maturity
Date” means June 1, 2026.


 






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“Non-Affiliate
Legend” means a legend substantially in the form set forth in Exhibit B-3.


 


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


 


“Notes”
means the 4.00% Convertible Senior Notes due 2026 issued by the Company pursuant to this 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 on or before January 15, 2026, the forty (40) consecutive VWAP Trading Days beginning on, and including, the
third (3rd) 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 pursuant to Section 4.03(F) calling all or any Notes for Redemption and on or
before the second (2nd) Business Day 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 after January 15, 2026, 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 Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company,
or any other Person that is the principal executive, financial or accounting officer 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 a written opinion, from legal counsel (including an employee of, or counsel to, the Company or any
of its Subsidiaries or other legal counsel) 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 this
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.


 






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“Purchase
Agreement” means that certain Purchase Agreement, dated May 14, 2020, between the Company and the representative of the
Initial Purchasers.


 


“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
June 1, the immediately preceding May 15; and (B) if such Interest Payment Date occurs on December 1, the immediately preceding
November 15.


 


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


 


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


 


“Restricted
Note Legend” means a legend substantially in the form set forth in Exhibit B-1.


 


“Restricted
Stock Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale
of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise
transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject
to, the registration requirements of the Securities Act.


 


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


 


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


 






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“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.


 


“Security”
means any Note or Conversion Share.


 


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


 


“Shoe Option”
means the Initial Purchasers’ option to purchase up to eighteen million seven hundred fifty thousand dollars ($18,750,000)
aggregate principal amount of additional Notes as provided for in the Purchase 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).


 


“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.


 






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“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.


 


“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 Initial Purchasers; 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.


 


“Transfer-Restricted
Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,
however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following
events:


 


(A)       such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration
statement that was effective under the Securities Act at the time of such sale or transfer;


 


(B)       such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available
exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to,
the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”
(as defined in Rule 144); and


 






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(C)       such
Security is eligible for resale by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company
during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner
of sale, availability of current public information or notice.


 


The Trustee is under
no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s
Certificate with respect thereto.


 


“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 Indenture until a successor replaces it in accordance with the provisions
of this Indenture and, thereafter, means such successor.


 


“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 during
regular trading hours, 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.


 


“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.


 






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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)
	“Designated Institution”	5.08
	“Event of Default”	7.01 (A)
	“Exchange Election”	5.08
	“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 (B)
	“Registrar”	2.06 (A)
	“Reporting Event of Default”	7.03 (A)
	“Signature Law”	11.14
	“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 Corporation”	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)




 


Section
1.03.     Rules of Construction.


 


For purposes of this
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;


 






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(E)             
a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed
to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership
or trust, or any unwinding of any such division or allocation;


 


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


 


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


 


(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 Indenture are deemed to form part of this Indenture; and


 


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


 


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 this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution
and delivery of this 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 this Indenture, the provisions of this Indenture will control for
purposes of this Indenture and such Note.


 






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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 this Indenture, and a Note authenticated as provided in this
Indenture by such an agent will be deemed, for purposes of this 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 one hundred forty-three million seven hundred fifty
thousand dollars ($143,750,000) aggregate principal amount of Notes, subject to the provisions of this 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 this Indenture as the “Initial Notes.”


 


(B)             
Additional Notes. The Company may, subject to the provisions of this Indenture (including Section 2.02), originally
issue, without the consent of the Holders, additional Notes with the same terms as the Initial Notes (except, to the extent applicable,
with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and
the Last Original Issue 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 this Indenture; provided,
however, that if any such additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise
acquired by the Company or its Subsidiaries) are not fungible with other Notes issued under this Indenture for federal income tax
or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number.


 






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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 this 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 this 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 so 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; (y) with respect to any cash Conversion Consideration, the relevant Conversion
Date; and (z) 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 4.00% (the “Stated Interest”),
plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively.
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, Additional Interest and Special
Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 






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(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 this 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
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
this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this 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: (i) an office or agency in the continental United States where Notes may be
presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental
United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in
the continental United States where Notes may be presented for conversion (the “Conversion Agent”). If the Company
fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance of doubt,
the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.


 


(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 this 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 this Indenture and will enter into an appropriate agency agreement with each such Note Agent,
which agreement will implement the provisions of this Indenture that relate to such Note Agent.


 






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


 


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 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
this 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 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
this Indenture, required by the Depositary for such Global Note).


 


(B)             
Non-Affiliate Legend. Each Note will bear the Non-Affiliate Legend.


 


(C)             
Restricted Note Legend. Subject to Section 2.12,


 






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(i)                
each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and


 


(ii)             
if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other
Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section
2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note
bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to
such conversion, as applicable; provided, however, that such Note need not bear the Restricted Note Legend if such
Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion
Date, as applicable.


 


(D)            
Other Legends. A Note may bear any other legend or text, not inconsistent with this 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.


 


(E)             
Acknowledgment 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 acknowledgment of, and agreement to comply with, the restrictions
set forth in such legend.


 


(F)             
Restricted Stock Legend.


 


(i)                
Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share
was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share
was issued; provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company
determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.


 


(ii)             
Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Stock
Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided
the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems
appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.


 


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 this Indenture will be the valid obligation
of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion
thereof, as applicable.


 






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(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, subject to Section 5.02(E),
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, 2.17 or 8.05
not involving any transfer.


 


(iv)            
Notwithstanding anything to the contrary in this 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 this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates
or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance
as to form with the requirements of this 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 this 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 but in no event later than the second (2nd) Business
Day after the date of such satisfaction subject to the reasonable and customary requirements of the Registrar.


 


(viii)       
For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange”
of a Global Note or a Physical Note includes: (x) an exchange effected for the sole purpose of removing any Restricted Note Legend
affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted”
CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”
CUSIP number.


 


(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 if:


 






    - 20 -


     


    

 



 


(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 this 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 2.15);


 


(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 such 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 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:


 


(1)            
surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements
or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and


 


(2)            
deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).


 


(ii)             Upon the satisfaction of the requirements of this 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 2.15;


 


(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


 






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(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)          
Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted”
CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:


 


(i)             
cause such Note to be identified by an “unrestricted” CUSIP number;


 


(ii)            
remove such Restricted Note Legend; or


 


(iii)           
register the transfer of such Note to the name of another Person,


 


then the Company, the Trustee and the Registrar
may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Trustee
and the Registrar such certificates or other documentation or evidence as the Company, the Trustee and the Registrar may reasonably
require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable
securities laws; provided, however, that no such certificates, documentation or evidence need be so delivered on
and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such
Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements as
to volume, manner of sale, availability of current public information or notice under the Securities Act.


 






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(E)           
Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this
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. 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, 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 this
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 2.18.


 


(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 2.18 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 2.15; 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.


 






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(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 2.18, 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 2.15).


 


Section
2.12.      Removal of Transfer Restrictions.


 


Without
limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend
affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be
removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its
Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate
or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note).
If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such
Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face
of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified
in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory
exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in
the facilities of such Depositary, then: (i) the Company will effect such exchange or procedure as soon as reasonably practicable;
and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified
by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.


 


Section
2.13.      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. In the case of a lost, destroyed or wrongfully taken
Note, the Company and the Trustee may require the Holder thereof to provide such security or indemnity that is reasonably satisfactory
to the Company and the Trustee to protect the Company and the Trustee and hold them harmless from any loss that any of them may
suffer if such Note is replaced.


 


Every replacement Note
issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.


 






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Section
2.14.      Registered Holders; Certain Rights with Respect to Global Notes.


 


Only the Holder of
a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary
Participants will have no rights as such under this 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 this 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
2.15.      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
2.16.      Notes Held by the Company or its Affiliates.


 


Without
limiting the generality of Section 2.18, 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
2.17.      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
this Indenture as definitive Notes.


 






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Section
2.18.     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 2.15; (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 this 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 2.18.


 


(B)          
Replaced Notes. If a Note is replaced pursuant to Section 2.13, 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 10:00 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 Section 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 this
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 Section 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
2.18, 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.


 


Section
2.19.      Repurchases by the Company.


 


Without
limiting the generality of Section 2.15, the Company or its Subsidiaries may, directly or indirectly, from time to
time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.


 






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Section
2.20.      CUSIP and ISIN Numbers.


 


Subject
to Section 2.12, 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 this 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 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 to the Trustee (and, upon request, any Holder) 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 or the Holders 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), without any further action on the Company’s
part.


 


(B)          
Trustee’s Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR
system (or such successor). Delivery of such reports, information and documents to the Trustee pursuant to Section 3.02(A)
is for informational purposes only, and the Trustee’s receipt thereof will not constitute actual or constructive notice to
the Trustee of any information contained, or determinable from information contained, therein, including the Company’s compliance
with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 






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Section
3.03.      Rule 144A Information.


 


If the Company is not
subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon conversion
of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or
its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective
purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
to facilitate the resale of such Notes or shares pursuant to Rule 144A. The Company (or its successor) will take such further action
as any Holder or beneficial owner of such Notes or shares may reasonably request to enable such Holder or beneficial owner to sell
such Notes or shares pursuant to Rule 144A.


 


Section
3.04.      Additional Interest.


 


(A)          
Accrual of Additional Interest.


 


(i)             
If, at any time during the six (6) month period beginning on, and including, the date that is six (6) months after the Last
Original Issue Date of any Note:


 


(1)            
the Company fails to timely file any report (other than Form 8-K reports) that the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder); or


 


(2)            
such Note is not otherwise Freely Tradable,


 


then Additional Interest will
accrue on such Note for each day during such period on which such failure is continuing or such Note is not Freely Tradable.


 


(ii)            
In addition, Additional Interest will accrue on a Note on each day on which such Note is not Freely Tradable on or after
the De-Legending Deadline Date for such Note.


 


(B)           
Amount and Payment of Additional Interest. Any Additional Interest that accrues on a Note pursuant to Section
3.04(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 ninety (90) days on which Additional
Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof;
provided, however, that in no event will Additional Interest, together with any Special Interest, accrue on any day
on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Additional
Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso
of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.


 


(C)          
Notice of Accrual of Additional Interest; Trustee’s Disclaimer. The Company will send notice to the Holder
of each Note, and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such
Note. In addition, if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which
such Additional 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 Additional Interest on such Note on such date of payment; and (ii) the amount
of such Additional Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Additional
Interest is payable or the amount thereof. The Trustee may provide a copy of such Officer’s Certificate or other notice received
from the Company relating to Additional Interest to any Holder upon request. 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 Additional Interest is
payable.


 






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(D)          
Exclusive Remedy. The accrual of Additional Interest will be the exclusive remedy available to Holders for the failure
of their Notes to become Freely Tradable.


 


Section
3.05.      Compliance and Default Certificates.


 


(A)          
Annual Compliance Certificate. Within one hundred 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, financial or accounting officer stating: (i) that such Officer has supervised a review of the activities of the Company
and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred;
and (ii) whether, to such Officer’s knowledge, a Default or Event of Default has occurred during the previous 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. If a Default or Event of Default occurs, then the Company will, within thirty (30) days after
its first occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is
taking or proposes to take with respect thereto; provided, however, that the Company is not required to deliver such Officer’s
Certificate if such Default or Event of Default, as applicable, has been cured within the applicable grace period, if any, provided
for in this Indenture.


 


Section
3.06.      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 this 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 this
Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section
3.07.      Corporate Existence.


 


Subject
to Article 6, the Company will cause to preserve and keep in full force and effect its corporate existence in accordance
with the organizational documents of the Company.


 






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Section
3.08.      Acquisition of Notes by the Company and its Affiliates.


 


Without
limiting the generality of Section 2.18, 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 2.16) until such time as such Notes
are delivered to the Trustee for cancellation. The Company will use commercially reasonable efforts to prevent any of its controlled
Affiliates from acquiring any Note (or any beneficial interest therein).


 


Section
3.09.      Further Instruments and Acts.


 


At the Trustee’s
request, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary
or proper to more effectively carry out the purposes of this Indenture.


 


Article
4.     Repurchase and Redemption


 


Section
4.01.      No Sinking Fund.


 


No sinking fund is
required to be provided for the Notes.


 


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 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 related Fundamental Change
Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase
Date), then: (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 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).


 






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(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 for such Note will
be equal to the principal amount of such Note. 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 (subject, in the case of any Global Note, to the Depositary Procedures).


 


(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 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));


 






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(vi)            the name and address of the Paying Agent 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 this Indenture; and


 


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


 


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 deliver to the Paying Agent:


 


(1)           
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;
and


 


(2)           
such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is 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


 






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(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 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:


 


(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 Paying Agent (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 or such Depositary Procedures are complied with pursuant to the first sentence of
this Section 4.02(G).


 






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(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
than such owner would have received had the Company repurchased such Note (as a result of any tax that is payable by withholding
or deduction from payments or deliveries under or with respect to the Notes or payable otherwise in connection with that repurchase
that would not have applied had the Company repurchased such Note).


 


(I)            
Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply in all material respects
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 this 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 and enacted after the Issue Date, 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 June 1, 2023. The Company may not redeem the Notes at its option at any time before June
1, 2023.


 


(B)           
Right to Redeem the Notes On or After June 1, 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 June 1, 2023 on or before the fortieth (40th) 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 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, pursuant to the proviso to the definition of Make-Whole Fundamental Change, 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.


 






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(C)           
Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated 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 related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E),
on such Redemption Date), then: (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section
4.03; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption 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.


 


(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
for such Note will be equal to the principal amount of such Note. 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 applicable Holder of such
Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (y)
substantially contemporaneously therewith, 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 Redemption Notice.


 






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Such Redemption Notice
must state:


 


(i)              that
such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;


 


(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 second (2nd) 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);


 


(vii)          
the Settlement Method that will apply to all conversions of 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 the Notes.


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee 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 by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary
Procedures; and (2) in the case of Physical Notes, by the Trustee by lot, on a pro rata basis or by such other method the Trustee
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.


 






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(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 or before 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, in the case of any Global Note, to the Depositary Procedures).


 


(I)            
Special Provisions for Partial Redemptions. 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, will be entitled to convert such Note or beneficial interest, as applicable,
at any time before the Close of Business on the second (2nd) 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.


 


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.


 


(B)           Conversions
in Part. Subject to the terms of this 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. A Holder may convert its Notes during any calendar
quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2020, if the Last Reported
Sale Price per share of Common Stock exceeds one hundred thirty percent (130%) of the Conversion Price 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. The Company will determine at the beginning of each calendar quarter
commencing after June 30, 2020 whether the condition set forth in the preceding sentence has been satisfied and, if so, will notify
the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the same.


 






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(2)          
Conversion upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5)
consecutive Business Days immediately after any ten (10) consecutive Trading Day period (such ten (10) 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. The condition set forth in the preceding sentence is referred to in this 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 (if acting as Bid Solicitation Agent)
will, 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 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 the Holders, the Trustee and the Conversion Agent of the same.


 


(3)           
Conversion upon Specified Corporate Events.


 


(a)             
Certain Distributions. If 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 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 record date for 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 the date such distribution is announced (determined
in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or


 






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(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
before the date such distribution is announced,


 


then, in either case: (x) the
Company will send notice of such distribution, and of the related right to convert Notes, to the 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; provided, however, that the Notes will not become convertible pursuant
to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x)
above) on account of such distribution 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, in such distribution 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 record
date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such
record date.


 


(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 (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 also 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 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, such effective date to, but excluding, the
date the Company provides such notice. No later than such effective date, the Company will send 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.


 






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(4)           
Conversion upon Redemption. If the Company calls all or any portion of the Notes for Redemption, then the Holder
of any Note may convert such Note at any time before the Close of Business on the second (2nd) 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).


 


(5)           
Conversions During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, January
15, 2026 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).


 


(ii)            
Limitations and Closed Periods. Notwithstanding anything to the contrary in this 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 this Indenture; and


 






    - 41 -


     


    

 


(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; (b) such notice is withdrawn
in accordance with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note
in accordance with this Indenture.


 


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) pay any amounts due pursuant to Section 5.02(D) or Section
5.02(E).


 


(ii)           
Physical Notes. To convert all or a portion of a Physical Note or a Global Note not approved for processing through
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 or the Conversion Agent may require; and (4) pay any amounts due pursuant
to Section 5.02(D) or Section 5.02(E).


 


(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 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 any share of Common Stock is issuable 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.


 


(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
the proviso to this sentence), 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); and (ii) the Holder surrendering such Note for conversion
must deliver to the Conversion Agent, at the time of such surrender, 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: (w) if the Company has specified a Redemption Date that is after such Regular Record Date and on or before the second
(2nd) Business Day immediately after such Interest Payment Date; (x) if such Conversion Date occurs after the Regular Record Date
immediately before the Maturity Date; (y) if the Company has specified a Fundamental Change Repurchase Date that is after such
Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (z) 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).


 






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(E)             
Taxes and Duties. If a Holder converts a Note, 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; except any tax or duty that is due
because such Holder requested such shares to be registered in a name other than such Holder’s name.


 


(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”).


 






    - 43 -


     


    

 


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 January 15,
2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to the Holders
and the Conversion Agent no later than the Open of Business on January 15, 2026;


 


(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 January 15, 2026, then the Company will send notice of such Settlement Method to the Holder
of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion
Date;


 


(iii)           
if any Notes are called for Redemption, then: (1) the Company will specify, in the related Redemption Notice sent pursuant
to Section 4.03(F) (and, in the case of a Redemption of less than all of the outstanding Notes, in a notice simultaneously
sent to all Holders of Notes not called for Redemption), the Settlement Method 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 January 15, 2026, 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 January
15, 2026;


 


(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 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 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 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 notice of such exercise to the Holders (with
a copy to the Trustee and the Conversion Agent sent to them on the same day that the notice is sent to the Holders), 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, 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.
For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or
the Notes, including pursuant to Section 8.01(G).


 






    - 44 -


     


    

 


The Trustee will have
no responsibility to determine the Settlement Method applicable to any conversion of any Note.


 


(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 in respect of each $1,000 principal amount of a Note to be converted 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 be computed (in the case of any Global Note, to
the extent permitted by, and practicable under, the Depositary Procedures) based on the total principal amount of Notes converted
on such Conversion Date by such Holder.


 






    - 45 -


     


    

 


(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 notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable
detail (or, in the case of a Global Note, in such detail as requested by the Depositary). Neither the Trustee nor the Conversion
Agent will have any duty to make any such determination.


 


(C)             
Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(D) 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,
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, subject to Section 5.02(D), if the Conversion Consideration for a Note consists of both cash
and shares of 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 but unissued
and unreserved 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.


 






    - 46 -


     


    

 



 


(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, free from preemptive
rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction
of the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed
on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each Conversion Share,
when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.


 


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 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.



 


If
any dividend, distribution, stock split or stock combination of the type described in this Section 5.05(A)(i) is
declared or announced, but not paid, made or effected, as applicable, then the Conversion Rate will be readjusted, effective as
of the date the Board of Directors determines not to pay such dividend, make such distribution or effect such stock split or stock
combination, as applicable, to the Conversion Rate that would then be in effect had such dividend, distribution, stock split or
stock combination not been declared or announced.


 






    - 47 -


     


    

 


(ii)          Rights,
Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, options or
warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights 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 forty-five (45) calendar days after the
record date for 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 the date such distribution is announced, 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 the date such distribution is announced.



 


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.


 






    - 48 -


     


    

 


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.


 


(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 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


 


(z)       a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply,


 






    - 49 -


     


    

 


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 such Ex-Dividend Date,
of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants 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 as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of
indebtedness, assets, property, rights, options or warrants 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.


 


To the extent such distribution
is not so paid or made, 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 distribution, if any, actually made or paid.


 


(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 an Affiliate or 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:


 






    - 50 -


     


    

 





 


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.



 


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 the conversion of which 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 the conversion of which 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.


 






    - 51 -


     


    

 


To
the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not
made or paid, 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 dividend or distribution, if any, actually made or paid.


 


(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.


 


To the extent such dividend or
distribution is declared but not made or paid, 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 dividend or distribution, if any, actually made or paid.


 


(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 (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5)
under the Exchange Act), and the value (determined as of the time (the “Expiration Time”) such tender or exchange
offer expires 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 Last Reported Sale Price per share of Common Stock on 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:


 






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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 aggregate value (determined as of the Expiration Time by the Board of Directors) 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 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 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 ten (10) consecutive
Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day
immediately after the Expiration Date;



 


provided,
however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to
the extent provided in the immediately following paragraph. 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 the conversion of which 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 the conversion of which 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.


 






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To the extent such tender or
exchange offer is announced but not consummated (including as a result of the Company or its Subsidiary, as applicable, 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) 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 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, the sale of shares of Common Stock for a purchase price that is less
than the market price per share of Common Stock or less than the Conversion Price;


 


(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;


 


(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;


 






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


 


(5)         the
repurchase of any shares of Common Stock pursuant to an open-market repurchase program or other buy-back transaction (including
through any structured or derivative transactions, such as accelerated share repurchase transactions or similar forward derivatives),
or other buy-back transaction, in each case that is not a tender offer or exchange offer of the nature described in Section
5.05(A)(v);


 


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


 


(7)         accrued
and unpaid interest on the Notes.


 


(C)          Adjustment
Deferral. 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 collectively 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) January 15, 2026.


 


(D)          Adjustments
Not Yet Effective. Notwithstanding anything to the contrary in this 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.


 






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(E)          Conversion
Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the
contrary in this 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 (including pursuant to Section 5.02(C)),


 


then: (x) in the case of Physical Settlement,
such Conversion Rate adjustment will not be given effect for such conversion and the shares of Common Stock issuable upon such
conversion based on the unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there
will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that
would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled
to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment
relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common
Stock issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not 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 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 this Indenture upon such conversion,
the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, 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.


 






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(G)          Limitation
on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction
or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an
amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.


 


(H)          Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average
of the Last Reported Sale Prices 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 make proportionate 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.


 


(I)           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).


 


(J)           Calculations.
All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share
of Common Stock (with 5/100,000ths rounded upward).


 


(K)          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 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 provided in
this Indenture, the Company will promptly file with the Trustee and the Conversion Agent an Officer’s Certificate setting
forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless
and until a Responsible Officer of the Trustee or the Conversion Agent (if other than the Trustee) has received such Officer’s
Certificate, the Trustee or the Conversion Agent will not be deemed to have knowledge of any adjustment of the Conversion Rate
and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect.


 






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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 either (x) in the best interest of the Company or (y) 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 related twenty (20) Business Day period referred to in Section 5.06(A),
the Company will send 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.


 


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	 	Stock Price	 
	Fundamental

 Change Effective

 Date	 	$23.72	 	$27.00	 	$29.65	 	$34.00	 	$38.55	 	$45.00	 	$60.00	 	$80.00	 	$100.00	 	$120.00	 
	May 19, 2020	 	8.4317	 	8.1251	 	6.8128	 	5.2291	 	4.0709	 	2.9465	 	1.5249	 	0.6957	 	0.3112	 	0.1182	 
	June 1, 2021	 	8.4317	 	7.9732	 	6.6206	 	5.0085	 	3.8478	 	2.7399	 	1.3815	 	0.6145	 	0.2662	 	0.0957	 
	June 1, 2022	 	8.4317	 	7.7251	 	6.3238	 	4.6820	 	3.5287	 	2.4576	 	1.1949	 	0.5157	 	0.2152	 	0.0690	 
	June 1, 2023	 	8.4317	 	7.3288	 	5.8685	 	4.1997	 	3.0696	 	2.0643	 	0.9532	 	0.3970	 	0.1572	 	0.0432	 
	June 1, 2024	 	8.4317	 	6.6954	 	5.1568	 	3.4761	 	2.4029	 	1.5176	 	0.6515	 	0.2645	 	0.0982	 	0.0182	 
	June 1, 2025	 	8.4317	 	5.6325	 	3.9697	 	2.3056	 	1.3912	 	0.7688	 	0.3082	 	0.1332	 	0.0452	 	0.0091	 
	June 1, 2026	 	8.4317	 	3.3101	 	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, as applicable, based on a 365- or 366-day year, as applicable; and


 


(ii)          if the Stock Price is greater than $120.00 (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 $23.72 (subject to adjustment
in the same manner), per share, then no Additional Shares will be added to the Conversion Rate.


 






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Notwithstanding
anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds
42.1585 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).


 


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 Number of 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 in the same manner as, and at the same time and for
the same events for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). 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 the Holders, the Trustee and
the Conversion Agent of each Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition thereof in
accordance with Section 5.01(C)(i)(3)(b).


 


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 notice of such election
to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following
the Conversion Date for such Note (an “Exchange Election”) and will notify the Designated Institution and the
Trustee and the Conversion Agent of the relevant Settlement Method and the relevant deadline for payment or delivery of the Conversion
Consideration. If the Company has made such election, then the following will apply:


 


(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 Note surrendered for exchange to the Designated Institution in lieu of conversion. In order to
accept any Notes surrendered for exchange, the Designated Institution must agree to timely pay 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


 






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(B)         such
Note will not cease to be outstanding by reason of such exchange in lieu of conversion (and, if such Note is a Global Note, such
exchange will be subject to the Depositary Procedures);


 


provided,
however, that if such 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 will promptly notify in the Trustee and the Conversion Agent if any Notes for which an Exchange
Election has been made are not accepted by the Designated Institution for such Exchange Election.


 


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
and (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; or


 


(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,


 


in
each case 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 this 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;


 






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(2)          if
such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect
of all conversions the Conversion Date of which occurs on or after the effective date of such Common Stock Change Event and will
pay the cash due upon such conversions no later than the fifth (5th) 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, determined by the Company in good faith. The Company
will notify Holders of such weighted average as soon as practicable after such determination is made.


 


At
or before 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 conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to
the Conversion Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) 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 notice of each Common Stock Change Event to the Holders, the Trustee
and the Conversion Agent no later than the effective date of such Common Stock Change Event.


 






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(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.


 


Section
5.10.      Responsibility of Trustee and Conversion Agent.


 


The
Trustee and the Conversion Agent will not at any time be under any duty or responsibility to any Holder to determine the Conversion
Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion
Rate, or the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, pursuant
to this Indenture or any supplement to this Indenture, in making the same. The Trustee and the Conversion Agent (if other than
the Trustee) will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock,
or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee
and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor the Conversion Agent will be responsible
for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities
or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities
or covenants of the Company contained in this Article 5. Without limiting the generality of the foregoing, neither
the Trustee nor the Conversion Agent will be under any responsibility to determine the correctness of any provisions contained
in any supplemental indenture entered into pursuant to Section 5.09 relating either to (x) the kind or amount of shares
of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any Common Stock
Change Event or (y) any adjustment to be made with respect thereto; provided, however, that, subject to the provisions
of Article 10, the Trustee and the Conversion Agent may accept (without any independent investigation) as conclusive evidence
of the correctness of any such provisions, and will be protected in relying upon, the Officer’s Certificate (which the Company
will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither
the Trustee nor the Conversion Agent will be responsible for determining whether any event contemplated by Section 5.01(C)
has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the
Trustee and the Conversion Agent the notices referred to in Section 5.01(C) with respect to the commencement or termination
of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees
to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other
times as are provided for in Section 5.01(C). Neither the Trustee nor the Conversion Agent will have any obligation to independently
determine or verify whether any Fundamental Change, Make-Whole Fundamental Change or other event has occurred or notify the Holders
of any such event. Neither the Trustee nor the Conversion Agent will have the responsibility for any act or omission of any Designated
Institution.


 






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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 corporation (the “Successor
Corporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District
of Columbia that 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 this
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. Before 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 this Indenture have been satisfied.


 


Section
6.02.      Successor Corporation Substituted.


 


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


 


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;


 






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(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 this Indenture, a Fundamental Change Notice, or a notice pursuant to Section
5.01(C)(i)(3), if (in the case of any notice other than a notice pursuant to Section 5.01(C)(i)(3)) such failure is
not cured within three (3) Business Days after its occurrence;


 


(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 three (3) Business 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 this 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 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 any 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 of at least twenty-five
million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Significant Subsidiaries,
whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:


 


(1)         constitutes
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, in each case after the expiration of any applicable grace
period; or


 


(2)         results
in such indebtedness becoming or being declared due and payable before its stated maturity,


 


in each case where such default
is not cured or waived within thirty (30) days after 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 Subsidiaries for the payment of at least twenty-five
million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance),
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;


 


(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;


 


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


 


(6)         generally is not paying its debts as they become due; 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.


 


(B)          Cause
Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless of the cause
thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body.


 


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 a Significant Subsidiary 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 by any Holder or the Trustee.


 






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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 a Significant Subsidiary of the
Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty-five percent (25%)
of the aggregate principal amount of Notes then outstanding, by 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 this Indenture or the Notes, the Holders
of a majority in aggregate principal amount of the Notes then outstanding, by 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 this 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 will, for each of the first one hundred eighty (180) 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 one hundred eighty-first (181st) 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 one hundred eighty-first (181st) 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 ninety (90) 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; provided,
however, that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a
combined rate per annum that exceeds one half of one percent (0.50%). 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 and, subject to the proviso of the immediately preceding
sentence, in addition to any Additional Interest that accrues on such Note.


 






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(C)          Notice of Election. To make the election to pay Special Interest as the sole remedy for a Reporting Event of Default
during the first one hundred eighty (180) calendar days on which such Reporting Event of Default has occurred and is continuing,
the Company must send to the Holders, the Trustee and the Paying Agent, prior to the beginning of such one hundred eighty (180)
calendar day period (which, for the avoidance of doubt, will not commence until the applicable grace period set forth in Section
7.01(A)(vi) with respect to such Reporting Event of Default has passed), 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 the 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.


 


(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. 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.      Other Remedies.


 


(A)         Trustee
May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy
to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture
or the Notes.


 


(B)          Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in such proceeding. 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
remedies will be cumulative to the extent permitted by law.


 


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 could 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.


 






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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, this Indenture or the Notes, or that, subject to Section 10.01, the Trustee
determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee will 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.


 


Section
7.07.      Limitation on Suits.


 


No Holder may pursue
any remedy with respect to this 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), 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 request to the Trustee
to pursue such remedy;


 


(C)          such
Holder or Holders 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 this 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 this Indenture complies with the preceding sentence.


 


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


 


Notwithstanding anything
to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note to
bring suit for the enforcement of 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 provided therefor in this Indenture and the Notes, 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 this 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 (in each of its capacities under this Indenture) and its 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;


 






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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.


 


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 this 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 this Indenture or the
Notes without the consent of any Holder to:


 


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


 


(B)          add guarantees with respect to the Company’s obligations under this 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 this Indenture and the Notes pursuant to, and in compliance with,
Article 6;


 






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(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 have been elected) with respect
to any Note pursuant to Section 5.03(A);


 


(H)          evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;


 


(I)           conform
the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary
offering memorandum, dated May 14, 2020, as supplemented by the related pricing term sheet, dated May 14, 2020;


 


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


 


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


 


(L)           make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such
changes, adversely affect the rights of the Holders, as such, in any material respect.


 


At
the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy
of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).


 


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 this Indenture or the Notes or waive compliance with any provision of this 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 this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:


 


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


 


(ii)           reduce
the Redemption Price or Fundamental Change Repurchase Price for any Note or change 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 time for the payment, of interest on any Note;


 






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(iv)          
make any change that adversely affects the conversion rights of any Note;


 


(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, or at a place of payment, other than that stated in this Indenture or the Note;


 


(viii)        
reduce the amount of Notes the Holders of which 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 this Indenture or the
Notes that requires the consent of each affected Holder.


 


For
the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section
8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes,
may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental
Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is
payable or deliverable, as applicable, without 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.


 






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(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 twenty (120) calendar
days after such record date.


 


(C)         Solicitation of Consents. For the avoidance of doubt, each reference in this 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 will 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 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 this Indenture; and (B) in the case of the
Opinion of Counsel, such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance
with its terms.


 






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 Article
9.     Satisfaction and Discharge


 


Section
9.01.     Termination of Company’s Obligations.


 


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


 


(A)          all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) 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;


 


(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 2.13);


 


(C)          
the Company has paid all other amounts payable by it under this Indenture; 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 this Indenture have been satisfied;


 


provided,
however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding,
Section 2.15 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 this Indenture.


 


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.


 






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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 this Indenture pursuant to Section 9.01
will be rescinded; provided, however, that if the Company thereafter pays or delivers any 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 cash
or other property from the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.


 


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 this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(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 this Indenture, and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will
be read into this 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 this Indenture. However, the Trustee will examine the certificates
and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein).


 


(C)        
The Trustee may not be relieved from liabilities for its negligence, bad faith or 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.


 






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(D)        
Each provision of this 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 this Indenture will require the Trustee to expend or risk its own funds or incur any 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.


 


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 and an Opinion of Counsel.
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 oral or 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.


 


(D)          
The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized
or within the rights or powers vested in it by this Indenture.


 


(E)           
Unless otherwise specifically provided in this 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 this Indenture 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 lost profits), even if the Trustee has been advised of the possibility of such losses or damages and
regardless of the form of action.


 


(H)            
The Trustee will 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 that is in fact such a default is received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 






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


 


(J)             
The Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties under
this Indenture.


 


(K)            
Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


(L)             
The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation
or duty to do so.


 


(M)            
The Trustee will 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.


 


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 this 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 this 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 this Indenture, the Notes or any other document relating
to the sale of the Notes or this Indenture, other than the Trustee’s certificate of authentication.


 


Section
10.05. Notice of Defaults.


 


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 will send Holders
a notice 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, or a Default in the payment or delivery of the Conversion Consideration, 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.


 






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Section
10.06. Compensation and Indemnity.


 


(A)      
The Company will, from time to time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services
under this Indenture. 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 this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.


 


(B)        The Company will indemnify the Trustee (acting in any capacity under this Indenture) and its officers, directors, employees
and agents and hold them harmless (including the cost of defending themselves) against any and all losses, costs, damages, claims,
liabilities or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s
duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section
10.06) and defending themselves 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 the Trustee’s powers or duties under this 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 their 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 defend such claim,
and the Trustee will cooperate in such defense. If 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 fees and expenses of such counsel (including
the reasonable 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 this 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 this 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.


 






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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.


 


(B)     
The Trustee may resign at any time and be discharged from the trust created by this 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 sixty (60) 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.


 


(E)         
If the Trustee, after written request by a Holder of at least six (6) months, 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 this 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 this 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 without any further act.


 






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Section
10.09. Eligibility; Disqualification.


 


There will at all times
be a Trustee under this 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:


 


PetIQ, Inc.


923 S. Bridgeway Place


Eagle, Idaho 83616


Attention: General Counsel


 


with a copy (which will not constitute
notice) to:


 


Winston & Strawn LLP


35 West Wacker Drive


Chicago, Illinois 60601


Attention: Christina T. Roupas


 


If to the Trustee:


 


Wells Fargo Bank, National Association


600 S. 4th Street, 6th Floor


Minneapolis, MN 55415


Attention: Corporate Trust Services
 – PetIQ 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.


 






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All notices or communications
required to be made to a Holder pursuant to this 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.


 


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 this Indenture or the Notes: (A) whenever any provision of this 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 this 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 this Indenture, the Company will furnish to the Trustee:


 


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


 


(B)         
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee 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.


 


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 this Indenture will include:


 


(A)         
a statement that the Officer who has signed such Officer’s Certificate has read such covenant or condition;


 






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(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 Officer, he or she has made such examination or investigation as is necessary to
enable him or her 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 Officer, 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 this 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.


 


Section
11.06. Governing Law; Waiver of Jury Trial.


 


THIS INDENTURE AND
THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS 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 AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR THE NOTES.


 






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Section
11.07. Submission to Jurisdiction.


 


Any
legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this 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 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 this 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 this Indenture or the Notes.


 


Section
11.09. Successors.


 


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


 


Section
11.10. Force Majeure.


 


The Trustee and each
Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under this
Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future
law or regulation or governmental authority, act of God or war, other recognized public emergency, civil unrest, local or national
disturbance or disaster, pandemic, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire
or communication facility).


 


Section
11.11. USA PATRIOT Act.


 


The Company acknowledges
that, in accordance with Section 326 of the USA 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 USA PATRIOT Act.


 


Section
11.12. Calculations.


 


Except as otherwise
provided in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the
Notes, including determinations of the Last Reported Sale Price, adjustments to the Conversion Price and the Conversion Rate, the
Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, the amount of the Conversion Consideration deliverable in
respect of any conversions and accrued interest on the Notes.


 


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 each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee will
promptly forward a copy of each such schedule to a Holder upon its written request therefor.


 






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Section
11.13. Severability.


 


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


 


Section
11.14. Signatures.


 


This
Indenture will be valid, binding and enforceable against a party when executed and delivered by an authorized individual on behalf
of the party by means of: (A) an original manual signature; (B) a faxed, scanned or photocopied manual signature; or (C) any other
electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
Uniform Electronic Transactions Act, or any other relevant electronic signatures law, including any relevant provisions of the
Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed,
scanned or photocopied manual signature, or other electronic signature, will for all purposes have the same validity, legal effect
and admissibility in evidence as an original manual signature. Each party hereto will be entitled to conclusively rely upon, and
will have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of
any other party and will have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture
may be executed in any number of counterparts, each of which will be deemed to be an original, but such counterparts will, together,
constitute one and the same instrument. For the avoidance of doubt, original manual signatures will be used for execution
or endorsement of writings when required under the Uniform Commercial Code or any other Signature Law due to the character or intended
character of the writings.


 


Section
11.15. Table of Contents, Headings, Etc.


 


The table of contents
and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this 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
in the event that it is deemed to have received a distribution that is subject to U.S. federal income tax as a result of an adjustment
or the non-occurrence of an adjustment to the Conversion Rate, the Company or other applicable withholding agent pays withholding
taxes or backup withholding on behalf of such Holder or beneficial owner, 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.


 






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


 



    -85 -


     


    







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


 


	 	PetIQ, Inc.
	 	 
	 	By:	/s/ John Newland
	 	 	Name: John Newland
	 	 	Title: Chief Financial Officer






 


	 	Wells
    Fargo Bank, National Association, as Trustee
	 	 
	 	By:	/s/
    Maddy Hughes
	 	Name: Maddy Hughes
	 	Title: Vice President






 





[Signature Page to Indenture]


 














    
 


     


    




 





EXHIBIT A







 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


PETIQ, INC.


 


4.00% Convertible Senior Note due 2026


 


CUSIP
No.:        [___][Insert for a “restricted” CUSIP number: *]                                                                                                  
Certificate No. [___]


ISIN
No.:           [___][Insert for a “restricted” ISIN number: *]


 


PetIQ, Inc., a Delaware
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 June 1, 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:June 1 and December 1 of each year, commencing on [date].


 


Regular Record
Dates:May 15 and November 15.


 


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]


 





 






		*	This Note will be deemed to be identified by CUSIP No.
[___] and ISIN No. [___] from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned
Indenture, written notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.



		†	Insert bracketed language for Global Notes only.



 











    A-1
 


     


    




 


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


 


	 	PetIQ, 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



 






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PETIQ, INC.


 


4.00% Convertible Senior Note due 2026


 


This Note is one of
a duly authorized issue of notes of PetIQ, Inc., a Delaware corporation (the “Company”), designated as its 4.00%
Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture, dated
as of May 19, 2020 (as the same may be amended from time to time, the “Indenture”), 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 Indenture.
Stated Interest on this Note will begin to accrue from, and including, [date].


 


2.                 
Maturity. This Note will mature on June 1, 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 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 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 Indenture.


 


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 Indenture.


 






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9.                
When the Company May Merge, Etc. Article 6 of the 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 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 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.


 


* * *


 


To request a copy of
the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:


 


PetIQ, Inc.


923 S. Bridgeway Place


Eagle, Idaho 83616


Attention: Chief Financial Officer


 






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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.








 






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CONVERSION NOTICE


 


PETIQ, INC.


 


4.00% 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):


 


		 ̈	the entire principal amount of



 


		 ̈	$                     *
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.



 



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FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


PETIQ, INC.


 


4.00% 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):


 


		 ̈	the entire principal amount of



 


		 ̈	$                     **
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.



 



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ASSIGNMENT FORM


 


PETIQ, INC.


 


4.00% 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



 






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TRANSFEROR ACKNOWLEDGMENT










 


If the within Note bears a Restricted Note
Legend, the undersigned further certifies that (check one):


 


	1.	 ̈	Such Transfer is being made to the Company or a Subsidiary of the Company.



 


	2.	 ̈	Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities
Act at the time of the Transfer.



 


	3.	 ̈	Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned
further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing
the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete
and execute the acknowledgment contained on the next page.



 


	4.	 ̈	Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements
of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act).



 


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



 









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TRANSFEREE ACKNOWLEDGMENT


 


The undersigned represents that it is purchasing
the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment
discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning
of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within
Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided
by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested pursuant
to Rule 144A.


 


	Dated:	 	 
	 
	 	 
	(Name of Transferee)	 
	 
	By:	 	 
	 	Name:	
	 	Title: 	



 



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EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


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


 


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



 


		(2)	AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


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



 


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



 


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



 


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



 


BEFORE THE REGISTRATION OF ANY SALE OR
TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE
THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT
THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.*


 





 









		*	This
paragraph and the immediately preceding paragraph will be deemed to be removed from the face of this Note at such time when the
Company delivers written notice to the Trustee of such deemed removal pursuant to Section 2.12 of the within-mentioned
Indenture.








 









    B1-1



    


    




 


EXHIBIT B-2


 


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 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 INDENTURE HEREINAFTER REFERRED TO.


 






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EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN.


 






    B1-3