Exhibit 4.2


 


EXECUTION VERSION













 


 


THE CHEESECAKE FACTORY INCORPORATED


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee







 





 






 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of June 15, 2021




 





 






 


0.375% Convertible Senior Notes due 2026


 





 










 






    


     


    




 


CROSS REFERENCE TABLE*


 


	Trust	 	 
	Indenture	 	 
	Act	 	Indenture
	Section	 	Section
	  310(a)(1)	 	N/A
	(a)(2)	 	N/A
	(a)(3)	 	 N/A
	(a)(4)	 	N/A
	(a)(5)	 	N/A
	(b)	 	N/A
	(c)	 	N/A
	  311(a)	 	N/A
	(b)	 	N/A
	(c)	 	N/A
	  312(a)	 	2.08
	(b)	 	N/A
	(c)	 	N/A
	  313(a)	 	N/A
	(b)(1)	 	N/A
	(b)(2)	 	N/A
	(c)	 	N/A
	(d)	 	N/A
	  314(a)	 	3.02(A)
	(b)	 	N/A
	(c)(1)	 	11.02(A)
	(c)(2)	 	11.02(B)
	(c)(3)	 	N/A
	(d)	 	N/A
	(e)	11.02(A),
                                            11.02(B)
	(f)	 	N/A
	  315(a)	 	N/A
	(b)	 	N/A
	(c)	 	N/A
	(d)	 	N/A
	(e)	 	7.12
	  316(a) (last sentence)	2.15
	(a)(1)(A)	 	7.06
	(a)(1)(B)	 	7.05
	(a)(2)	 	N/A
	(b)	 	7.08
	(c)	 	N/A
	  317(a)(1)	 	7.09
	(a)(2)	 	7.10
	(b)	 	2.07



 






    


     


    

 


	Trust	 	 
	Indenture	 	 
	Act	 	Indenture
	Section	 	Section



	  318(a)	 	N/A
	(b)	 	11.17
	(c)	 	N/A




 


N/A means not applicable.


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


 






    


     


    







 


TABLE OF CONTENTS


 


Page


 




	Article 1.	Definitions; Rules of Construction; Scope and
    Interpretation of Base Indenture	1



 


	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	11
	Section 1.03.	Rules of Construction	12
	Section 1.04.	Interpretation; Scope of Supplemental Indenture; Supersession
    of Base Indenture	13



 


	Article 2.	The Notes	15



 


	Section
    2.01.	Form, Dating and Denominations	15
	Section 2.02.	Execution, Authentication and Delivery	.16
	Section 2.03.	Initial Notes and Additional Notes	17
	Section 2.04.	Method of Payment	17
	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date
    is Not a Business Day	18
	Section 2.06.	Registrar, Paying Agent and Conversion Agent	18
	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	19
	Section 2.08.	Holder Lists	20
	Section 2.09.	Legends	20
	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	20
	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.	Replacement Notes	25
	Section 2.13.	Registered Holders; Certain Rights with Respect to Global
    Notes	25
	Section 2.14.	Cancellation	26
	Section 2.15.	Notes Held by the Company or its Affiliates	26
	Section 2.16.	Temporary Notes	26
	Section 2.17.	Outstanding Notes	26
	Section 2.18.	Repurchases by the Company	27
	Section 2.19.	CUSIP and ISIN Numbers	27



 


	Article 3.	Covenants	28



 


	Section 3.01.	Payment on Notes	28
	Section 3.02.	Exchange Act Reports	28
	Section 3.03.	Compliance and Default Certificates	28
	Section 3.04.	Stay, Extension and Usury Laws	29
	Section 3.05.	Acquisition of Notes by the Company and its Affiliates	29



 


	Article 4.	Repurchase and Redemption	29



 


	Section 4.01.	No Sinking Fund	29
	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes
    Upon a Fundamental Change	29



 






    - i -


     


    

 


	Section 4.03.	Right of the Company to Redeem the Notes	34



 


	Article 5.	Conversion	36



 


	Section 5.01.	Right to Convert	36
	Section 5.02.	Conversion Procedures	40
	Section 5.03.	Settlement Upon Conversion	42
	Section 5.04.	Reserve and Status of Common Stock Issued Upon Conversion	45
	Section 5.05.	Adjustments to the Conversion Rate	46
	Section 5.06.	Voluntary Adjustments.	55
	Section 5.07.	Adjustments to the Conversion Rate in Connection with a Make-Whole
    Fundamental Change	56
	Section 5.08.	Exchange in Lieu of Conversion	57
	Section 5.09.	Effect of Common Stock Change Event	58



 


	Article 6.	Successors	60



 


	Section 6.01.	When the Company May Merge, Etc.	60
	Section 6.02.	Successor Entity Substituted	60
	Section 6.03.	Exclusion for Asset Transfers with Wholly Owned Subsidiaries	60



 


	Article 7.	Defaults and Remedies	61



 


	Section
    7.01.	Events of Default	61
	Section 7.02.	Acceleration	63
	Section 7.03.	Sole Remedy for a Failure to Report	63
	Section 7.04.	Other Remedies	64
	Section 7.05.	Waiver of Past Defaults	65
	Section 7.06.	Control by Majority	65
	Section 7.07.	Limitation on Suits	65
	Section 7.08.	Absolute Right of Holders to Receive Payment and Conversion
    Consideration and to Institute Suit for the Enforcement of such Right	66
	Section 7.09.	Collection Suit by Trustee	66
	Section 7.10.	Trustee May File Proofs of Claim	66
	Section 7.11.	Priorities	67
	Section 7.12.	Undertaking for Costs	67



 


	Article 8.	Amendments, Supplements and Waivers	67



 


	Section 8.01.	Without the Consent of Holders	67
	Section 8.02.	With the Consent of Holders	69
	Section 8.03.	Notice of Amendments, Supplements and Waivers	70
	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record
    Dates; Etc.	70
	Section 8.05.	Notations and Exchanges	70
	Section 8.06.	Trustee to Execute Supplemental Indentures	71



 


	Article 9.	Satisfaction and Discharge	71



 


	Section 9.01.	Termination of Company’s Obligations	71
	Section 9.02.	Repayment to Company	72
	Section 9.03.	Reinstatement	72



 






    - ii -


     


    

 


	Article 10.	Trustee	72



 


	Section 10.01.	Duties of the Trustee	72
	Section 10.02.	Rights of the Trustee	73
	Section 10.03.	Individual Rights of the Trustee	74
	Section 10.04.	Trustee’s Disclaimer	74
	Section 10.05.	Notice of Defaults	74
	Section 10.06.	Compensation and Indemnity	75
	Section 10.07.	Replacement of the Trustee	76
	Section 10.08.	Successor Trustee by Merger, Etc.	76
	Section 10.09.	Eligibility; Disqualification	77



 


	Article 11.	Miscellaneous	77



 


	Section 11.01.	Notices	77
	Section 11.02.	Delivery of Officer’s Certificate and Opinion of Counsel
    as to Conditions Precedent	79
	Section 11.03.	Statements Required in Officer’s Certificate and Opinion
    of Counsel	79
	Section 11.04.	Rules by the Trustee, the Registrar and the Paying Agent	79
	Section 11.05.	No Personal Liability of Directors, Officers, Employees and
    Stockholders	79
	Section 11.06.	Governing Law; Waiver of Jury Trial	80
	Section 11.07.	Submission to Jurisdiction	80
	Section 11.08.	No Adverse Interpretation of Other Agreements	80
	Section 11.09.	Successors	80
	Section 11.10.	Force Majeure	80
	Section 11.11.	U.S.A. PATRIOT Act	81
	Section 11.12.	Calculations	81
	Section 11.13.	Severability	81
	Section 11.14.	Counterparts	81
	Section 11.15.	Table of Contents, Headings, Etc.	81
	Section 11.16.	Withholding Taxes	82
	Section 11.17.	Trust Indenture Act Controls	82
	 	 	 





Exhibits


 


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




 






    - iii -


     


    







 


FIRST SUPPLEMENTAL INDENTURE,
dated as of June 15, 2021, between The Cheesecake Factory Incorporated, a Delaware corporation, as issuer (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).


 


This Supplemental Indenture
(as defined below) is being executed and delivered pursuant to Sections 2.2 and 9.1(i) of the Base Indenture to establish the terms,
and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 0.375%
Convertible Senior Notes due 2026 (the “Notes”).


 


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


 


Article
1.         Definitions;
Rules of Construction;

Scope and Interpretation of Base Indenture


 


Section
1.01.     Definitions.


 


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


 


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


 


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


 


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


 


“Base Indenture”
means that certain Indenture, dated as of June 15, 2021, between the Company and the Trustee.


 


“Bid Solicitation
Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2)
and the definition of “Trading Price.” The initial Bid Solicitation Agent 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
or executive order to close or be closed.


 






    - 1 -


     


    

 


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


 


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


 


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


 


“Common Stock”
means the common stock, $0.01 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 Supplemental Indenture and, subject to Article 6, its successors
and assigns.


 


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


 


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


 


“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 12.7551 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 Supplemental Indenture
refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed
to be to the Conversion Rate immediately after the Close of Business on such date.


 


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


 


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


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-thirtieth (1/30th) 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.


 






    - 2 -


     


    

 


“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) thirty (30).


 


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


 


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


 


“Default Settlement
Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,
however, that (x) subject to Section 5.03(A)(iii), the Company may, from time to time, change the Default Settlement Method,
to any Settlement Method that the Company is then permitted to elect, by sending notice of the new Default Settlement Method to the Holders,
the Trustee and the Conversion Agent; and (y) the Default Settlement Method will be subject to Section 5.03(A)(ii).


 


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


 


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


 






    - 3 -


     


    

 


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


 


“Exempted Fundamental
Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not
offer to repurchase any Notes.


 


“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, or their respective employee benefit plans, 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;


 


(B)       the
consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Company’s
Wholly Owned Subsidiaries; or (ii) any 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);


 


(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 or other corporate Common Equity
interests listed (or depositary receipts representing shares of common stock or other corporate Common Equity interests, which depositary
receipts are listed) on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their
respective successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction
or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.


 






    - 4 -


     


    

 


For the avoidance of doubt,
references in this definition to the Company, the Common Stock and the Company’s “Common Equity” will be subject to
(x) Article 6 and (y) Section 5.09(A)(1)(III).


 


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,” whether shares are “beneficially owned,” and
percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.


 


“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.


 


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


 


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


 


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


 


“Interest Payment
Date” means, with respect to a Note, each June 15 and December 15 of each year, commencing on December 15, 2021 (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 June 15, 2021.


 






    - 5 -


     


    

 


“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 include any of the Underwriters. Neither the Trustee nor the Conversion Agent will have
any duty to determine the Last Reported Sale Price.


 


“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 (other than an Exempted 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 second (2nd) 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.


 






    - 6 -


     


    

 


“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 15, 2026.


 


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


 


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


 


“Note Security”
means any Note or Conversion Share.


 


“Notes”
means the 0.375% Convertible Senior Notes due 2026 issued by the Company pursuant to the Indenture.


 


“Observation Period”
means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs
before February 17, 2026, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the second (2nd) VWAP Trading Day
immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date the Company has sent a Redemption Notice
calling such Note for Redemption pursuant to Section 4.03(F) and on or before the second (2nd) Business Day before the related
Redemption Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading
Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs on or after February
17, 2026, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) 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.


 






    - 7 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer”
means (A) any officer within the Global Corporate Trust division of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity
with, the particular subject.


 






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


 


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


 


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


 


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


 


“Settlement Method”
means Cash Settlement or Combination Settlement.


 


“Significant Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined
in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if a Subsidiary meets
the criteria of clause (1)(iii), but not clause (1)(i) or (1)(ii), of the definition of “significant subsidiary” in Rule
1-02(w) (or, if applicable, the respective successor clauses to the aforementioned clauses), then such Subsidiary will be deemed not
to be a Significant Subsidiary unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts
attributable to any non-controlling interests, for the last completed fiscal year before the date of determination exceeds twenty five
million dollars ($25,000,000).


 


“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);
provided, however, that in no event will the Specified Dollar Amount be less than $1,000 per $1,000 principal amount of
such Note.


 


“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.


 


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


 


“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 five million dollars ($5,000,000) (or such lesser amount as may then be outstanding)
in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three (3) nationally recognized
independent securities dealers selected by the Company, which may include any of the Underwriters; provided, however, that,
if three (3) such bids cannot reasonably be obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then the average
of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid Solicitation Agent, then that one
(1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for five million
dollars ($5,000,000) (or such lesser amount as may then be outstanding) in principal amount of Notes from a nationally recognized independent
securities dealer; (B) the Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation
Agent to obtain bids when required; or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading
Price per $1,000 principal amount of Notes on such Trading Day will be deemed to be less than ninety eight percent (98%) of the product
of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day.


 


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


 


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


 






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“Underwriters”
means J.P. Morgan Securities LLC, BNP Paribas Securities Corp., BofA Securities, Inc., Wells Fargo Securities, LLC, Rabo Securities USA,
Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc.


 


“Underwriting Agreement”
means that certain Underwriting Agreement, dated June 10, 2021, between the Company and the representative of the Underwriters.


 


“VWAP Market Disruption
Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which
the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal
other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the
occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options
contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00
p.m., New York City time, on such date.


 


“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, determined by reference to the definition of “Subsidiary” above but with
each reference therein to “more than fifty percent (50%)” deemed to be replaced with “one hundred percent (100%)”
for purposes of this definition; provided, however, that directors’ qualifying shares will be disregarded for purposes
of determining whether any Person is a Wholly Owned Subsidiary of another Person.


 


SECTION
1.02.     Other Definitions.


 


	Term
	Defined
    in 

    Section






	“Additional Shares”	 	5.07(A)
	“Business Combination Event”	 	6.01(A)
	“Cash Settlement”	 	5.03(A)
	“Combination Settlement”	 	5.03(A)
	“Common Stock Change Event”	 	5.09(A)
	“Conversion Agent”	 	2.06(A)
	“Conversion Consideration”	 	5.03(B)
	“Default Interest”	 	2.05(B)



 






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	“Defaulted Amount”	 	2.05(B)
	“Event of Default”	 	7.01(A)
	“Expiration Date”	 	5.05(A)(v)
	“Expiration Time”	 	5.05(A)(v)
	“Fundamental Change Notice”	 	4.02(E)
	“Fundamental Change Repurchase Right”	 	4.02(A)
	“Initial Notes”	 	2.03(A)
	“Measurement Period”	 	5.01(C)(i)(2)
	“Partial Redemption Limitation”	 	4.03(J)
	“Paying Agent”	 	2.06(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)
	“Specified Courts”	 	11.07
	“Spin-Off”	 	5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	 	5.05(A)(iii)(2)
	“Stated Interest”	 	2.05(A)
	“Successor Entity”	 	6.01(A)
	“Successor Person”	 	5.09(A)
	“Tender/Exchange Offer Valuation Period”	 	5.05(A)(v)
	“Trading Price Condition”	 	5.01(C)(i)(2)




 


Section
1.03.     Rules of Construction.


 


For purposes of this Supplemental
Indenture:


 


(A)             “or”
is not exclusive;


 


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


 


(C)             “will”
expresses a command;


 


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


 


(E)             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 Supplemental Indenture as a whole and not to any particular Article,
Section or other subdivision of this Supplemental Indenture, unless the context requires otherwise;


 






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


 


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


 


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


 


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


 


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


 


(i)             “Commission”
means the SEC;


 


(ii)             “indenture
securities” means the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(B)           Applicability
of Base Indenture. Without limiting Section 1.04(A), for purposes of the Notes:


 


(i)             Article
XI and Section 10.15 of the Base Indenture will not apply to the Notes;


 






    - 13 -


     


    

 


(ii)             Section
2.3 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.02(A) and Section
2.02(B) of this Supplemental Indenture;


 


(iii)            Sections
2.4 and 2.5 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.06 and
Section 2.07 of this Supplemental Indenture;


 


(iv)            Section
2.6 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.08 of this Supplemental
Indenture


 


(v)             Section
2.7 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.10 and Section
2.11 of this Supplemental Indenture;


 


(vi)            Section
2.8 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.12 of this Supplemental
Indenture;


 


(vii)           Section
2.12 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.14 of this Supplemental
Indenture;


 


(viii)          Section
2.10 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.15 of this Supplemental
Indenture;


 


(ix)             Section
2.11 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.16 of this Supplemental
Indenture;


 


(x)              Section
2.9 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.17 of this Supplemental
Indenture;


 


(xi)             Section
2.13 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.05(B) of this
Supplemental Indenture;


 


(xii)            Section
4.2 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 3.02 of this Supplemental
Indenture;


 


(xiii)           the
other provisions of Article II of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with the respective
corresponding provisions in Article 2 of this Supplemental Indenture;


 


(xiv)           Section
4.3 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 3.03 of this Supplemental
Indenture;


 


(xv)            Section
4.4 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 3.04 of this Supplemental
Indenture;


 


(xvi)           Article
III of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 4.03 of this Supplemental
Indenture;


 






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(xvii)     
Article V of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 6 of
this Supplemental Indenture;


 


(xviii)     
Article VI of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 7;


 


(xix)       
Article IX of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 8 of
this Supplemental Indenture;


 


(xx)        
Article VIII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 9
of this Supplemental Indenture;


 


(xxi)       
Article VII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 10
of this Supplemental Indenture;


 


(xxii)      
Section 10.2 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 11.01
of this Supplemental Indenture;


 


(xxiii)     
Sections 10.4 and 10.5 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section
11.02 and Section 11.03 of this Supplemental Indenture;


 


(xxiv)     
Section 10.10 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 11.06
and Section 11.07 of this Supplemental Indenture; and


 


(xxv)      
Section 10.7 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.05(C)
of this Supplemental Indenture.


 


Each reference in the Base
Indenture to any Articles or Sections (or part of any Articles or Sections) of the Base Indenture referred to in the preceding clauses
of this Section 1.04(B) will, for purposes of the Notes, be deemed instead to be a reference to the respective Articles and Sections
(or corresponding part of the respective Articles or Sections) referred to in the preceding clauses of this Section 1.04(B).


 


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.


 






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


 


SECTION
2.02.     Execution, Authentication
and Delivery.


 


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


 


(B)          
Authentication by the Trustee and Delivery.


 


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


 


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


 


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


 






    - 16 -


    


    

 


SECTIOn
2.03.     Initial Notes and
Additional Notes.


 


(A)         
Initial Notes. On the Issue Date, there will be originally issued three hundred forty-five million dollars ($345,000,000)
aggregate principal amount of Notes, subject to the provisions of the Indenture (including Section 2.02). Notes issued pursuant
to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in the Indenture
as the “Initial Notes.”


 


(B)          
Additional Notes. Without the consent of any Holder, the Company may, subject to the provisions of the Indenture (including
Section 2.02), originally issue 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 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 Supplemental 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 Supplemental Indenture for purposes of federal income tax or federal securities laws or, if applicable,
the Depositary Procedures, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number.


 


SECTION
2.04.     Method of Payment.


 


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


 


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


 






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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 0.375% (the “Stated Interest”),
plus any Special Interest that may accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue from, and including,
the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid
or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest
will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections
4.02(D), 4.03(E) and 5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears
on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the
Holder of such Note as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable,
Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


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


 


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


 


SECTION
2.06.     Registrar, Paying
Agent and Conversion Agent.


 


(A)         
Generally. The Company will maintain (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.


 






    - 18 -


    


    

 


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


 


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


 


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 the Indenture or the Notes to the Paying Agent or Conversion
Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case
for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property
so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence
of any event pursuant to 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.


 






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SECTION
2.08.     Holder Lists.


 


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


 


SECTION
2.09.     Legends.


 


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


 


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


 


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


 


(D)         
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.


 


SECTION
2.10.     Transfers and Exchanges;
Certain Transfer Restrictions.


 


(A)         
Provisions Applicable to All Transfers and Exchanges.


 


(i)          
Generally. 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 of Physical Notes in the Register. Beneficial
interests in Global Notes will be transferred or exchanged in accordance with the Depositary Procedures.


 


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


 


(iii)        
No Services Charge; Transfer Taxes. The Company, the Trustee and the Note Agents will not impose any service charge on any
Holder for any transfer, exchange or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer,
exchange or conversion of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any transfer.


 






    - 20 -


    


    

 


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


 


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


 


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


 


(vii)       
Settlement of Transfers and Exchanges. Upon satisfaction of the requirements of the Indenture to effect a transfer or exchange
of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than
the second (2nd) Business Day after the date of such satisfaction.


 


(B)         
Transfers and Exchanges of Global Notes.


 


(i)          
Certain Restrictions. 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:


 


(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.


 






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


 


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


 


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


 


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


 


(4)           
if such Global Note (or 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.


 


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


 






    - 22 -


    


    

 


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


 


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


 


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


 


(3)           
in the case of a transfer:


 


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


 


(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


 






    - 23 -


    


    

 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION
2.12.     Replacement Notes.


 


If a Holder of any Note claims
that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee
will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated
Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee
and the Company. 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
from any loss that any of them may suffer if such Note is replaced. The Company may charge for its and the Trustee’s expenses in
replacing a Note.


 


Every replacement Note issued
pursuant to this Section 2.12 will be an additional obligation of the Company and will be entitled to all of the benefits of the
Indenture equally and ratably with all other Notes issued under the Indenture, whether or not the lost, destroyed or wrongfully taken
Note will at any time be enforceable by anyone.


 


SECTION
2.13.     Registered Holders;
Certain Rights with Respect to Global Notes.


 


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


 






    - 25 -


    


    

 


SECTION
2.14.     Cancellation.


 


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


 


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


 


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


 


SECTION
2.16.     Temporary Notes.


 


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


 


SECTION
2.17.     Outstanding Notes.


 


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


 






    - 26 -


    


    

 


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


 


(C)          
Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change
Repurchase Date or the Maturity Date, the Paying Agent holds 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 the Indenture.


 


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


 


(E)          
Cessation of Accrual of Interest. Except as provided in 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 2.17, to cease
to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.


 


SECTION
2.18.     Repurchases by
the Company.


 


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


 


SECTION
2.19.     CUSIP and ISIN
Numbers.


 


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


 






    - 27 -


    


    

 


Article
3.         Covenants


 


SECTION
3.01.     Payment on Notes.


 


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


 


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


 


SECTION
3.02.     Exchange Act Reports.


 


(A)         
Generally. The Company will send to the Trustee copies of all reports that the Company is required to file with the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to
file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the
Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been denied,
confidential treatment by the SEC. Any report that the Company files with the SEC through the EDGAR system (or any successor thereto)
will be deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or such successor). Upon the request
of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee pursuant to this Section
3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the preceding sentence. The Company will also comply
with its other obligations under Section 314(a)(1) of the Trust Indenture Act.


 


(B)         
Trustee’s Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR system
(or such successor). The sending or filing of reports pursuant to Section 3.02(A) will not be deemed to constitute 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 the Indenture.


 


SECTION
3.03.     Compliance and
Default Certificates.


 


(A)         
Annual Compliance Certificate. Within one hundred and twenty (120) days after December 28, 2021 and each fiscal year of
the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto
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 signatory’s knowledge, a Default or Event of Default
has occurred 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).


 






    - 28 -


    


    

 


(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.


 


SECTION
3.04.     Stay, Extension
and Usury Laws.


 


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


 


SECTION
3.05.     Acquisition of
Notes by the Company and its Affiliates.


 


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


 


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 (including as a result
of 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).


 






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(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).


 


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


 


(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”).


 


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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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.


 






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


 


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


 


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


 


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


 


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


 


(iii)        
Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with
respect to a Note may 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).


 






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(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).


 


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


 


(I)           
No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into
an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02,
the Company will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase or repurchase
any Notes pursuant to this Section 4.02, in connection with a Fundamental Change occurring pursuant to clause (B)(ii) (or
pursuant to clause (A) that also constitutes a Fundamental Change occurring pursuant to clause (B)(ii)) of the definition
thereof, if (i) such Fundamental Change constitutes a Common Stock Change Event whose Reference Property consists entirely of cash in
U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to Section 5.09(A) and, if
applicable, Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount
of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated assuming
that the same includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such
Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to Section
5.01(C)(i)(3)(b) and includes, in such notice, a statement that the Company is relying on this Section 4.02(I).


 


(J)           
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 the Indenture; provided, however, that, to the extent that the Company’s
obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to the Company 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.


 






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(K)         
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 20, 2024. The Company may not redeem the Notes at its option at any time before June 20,
2024.


 


(B)         
Right to Redeem the Notes on or After June 20, 2024. Subject to the terms of this Section 4.03 (including, for the
avoidance of doubt, Section 4.03(J)), 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 20, 2024 and on or before the thirtieth
(30th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if
the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each
of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including,
the Trading Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption
Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change with
respect to such Notes pursuant to clause (B) of the definition thereof.


 


(C)         
Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration
has not been rescinded on or before the Redemption Date (including as a result of 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 fifty five (55), nor less than thirty five (35), 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 will not include accrued and
unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a
Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day immediately after such Interest
Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance
with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record
Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date.


 






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(F)           Redemption
Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes, the Trustee and the Paying Agent a
written notice of such Redemption (a “Redemption Notice”).


 


Such Redemption Notice must
state:


 


(i)             that
such Notes have been called for Redemption, briefly describing the Company’s Redemption right under the 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 on or before the second (2nd) Business Day 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.


 






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(G)          Selection
and Conversion of Notes to Be Redeemed in Part.


 


(i)             If
less than all Notes then outstanding are called for Redemption, then the Notes to be redeemed will be selected as follows: (1) in the
case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such
other method the Trustee considers fair and appropriate.


 


(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.


 


(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.


 


(I)            Special Provisions for Partial Calls. 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 thirty second (32nd) 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.


 


(J)            Partial Redemption Limitation. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section
4.03, then the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice
over the aggregate principal amount of Notes set forth in such Redemption Notice as being subject to Redemption must be at least one hundred
and fifty million dollars ($150,000,000) (such requirement, the “Partial Redemption Limitation”).


 


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


 






    - 36 - 


     


    

 


(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 fiscal quarter
(and only during such fiscal quarter) commencing after the fiscal quarter ending on September 28, 2021, if the Last Reported Sale Price
per share of Common Stock exceeds one hundred and 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 fiscal quarter.


 


(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 Supplemental Indenture as the “Trading Price Condition.”


 


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


 






    - 37 - 


     


    

 


(3)            Conversion
Upon Specified Corporate Events.


 


(a)           Certain Distributions.
If, before February 17, 2026, 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 of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of
the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading
Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section
5.05(A)(ii)); or


 


(II)               distribute,
to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities,
which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%)
of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately 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 Holders, the Trustee and the Conversion Agent at
least thirty five (35) 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.


 






    - 38 - 


     


    

 


(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 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 (other than an Exempted 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 the Business Day after 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.


 


(4)            Conversion
upon Redemption. If the Company calls any Note for Redemption, then the Holder of such 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, February 17, 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).


 






    - 39 - 


     


    

 


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


 


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


 


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


 


(3)            if
the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note after
the Close of Business on the second (2nd) 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 Supplemental Indenture; and


 


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


 






    - 40 - 


     


    

 


(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 the last VWAP Trading Day of the Observation Period
for such conversion.


 


(D)          Interest
Payable Upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the
next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding
such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in 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 (v) 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; (w) if such
Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (x) if the Company has specified a Fundamental
Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment
Date; or (y) to the extent of any overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt,
as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the
Regular Record Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have
accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted
is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such
Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to,
but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount
pursuant to the first sentence of this Section 5.02(D).


 


(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; provided, however, that if any tax or duty
is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such Holder will
pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent may refuse to deliver
any such shares to be issued in a name other than that of such Holder.


 






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(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 notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company
and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the
Company to determine the Conversion Date for such Note.


 


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) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”);
or (y) 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)(2) (a “Combination Settlement”).


 


(i)             The
Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any
conversion of a Note; provided, however, that:


 


(1)            subject
to clause (3) below, all conversions of Notes with a Conversion Date that occurs on or after February 17, 2026 will be settled
using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion
Agent no later than the Open of Business on February 17, 2026;


 


(2)            subject
to clause (3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date
occurs before February 17, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee
and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;


 


(3)            if
any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption
of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant
to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or
after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if
such Redemption Date occurs on or after February 17, 2026, then such Settlement Method must be the same Settlement Method that, pursuant
to clause (1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after February 17, 2026;


 


(4)            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 (1) or (3) above);


 






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(5)            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); and


 


(6)            if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder
of such Note 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).


 


(ii)            The
Company’s Right to Irrevocably Fix the Settlement Method. 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), to (1) 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; or
(2) irrevocably elect Combination Settlement to apply to all conversions of Notes with a Conversion Date that occurs on or after the
date such notice is sent to Holders, and eliminate a Specified Dollar Amount or range of Specified Dollar Amounts that will apply to
such conversions, provided, in each case, that (v) in no event will the Company elect Combination Settlement with a specified
dollar amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method(s) so elected pursuant to clause
(1) or (2) above must be a Settlement Method or Settlement Method(s), as applicable, 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)); (x) no
such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant
to the Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election
pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so
fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change
the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election.
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 the Indenture or the Notes, including pursuant
to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its
option).


 


(iii)           Requirement
to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to clause
(x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant Section 5.03(A)(ii),
then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose
the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.


 






    - 43 - 


     


    

 


(B)           Conversion Consideration.


 


(i)             Generally.
Subject to Sections 5.03(B)(ii) and 5.03(B)(iii) and 5.09(A)(2), 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
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


 


(2)            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 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) the Daily VWAP on the last VWAP
Trading Day of the Observation Period for such conversion.


 


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


 


(iv)          Notice
of Calculation of Conversion Consideration. If any Note is to be converted, 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 send notice
to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. 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 on or before the second (2nd) Business
Day immediately after the last VWAP Trading Day of the Observation Period for such conversion.


 






    - 44 - 


     


    

 


(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 and not outstanding shares
of Common Stock that are not reserved for other purposes) a number of shares of Common Stock equal to the product of (i) the aggregate
principal amount (expressed in thousands) of all then-outstanding Notes; and (ii) the Conversion Rate then in effect (assuming, for these
purposes, that the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant
to Section 5.07). To the extent the Company delivers shares of Common Stock held in its treasury in settlement of the conversion
of any Notes, each reference in the Indenture or the Notes to the issuance of shares of Common Stock in connection therewith will be
deemed to include such delivery, mutatis mutandis.


 


(B)           Status
of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued or treasury
share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a
newly issued or treasury share) and will be duly authorized, 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 use commercially reasonable efforts to cause each Conversion Share,
when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.


 






    - 45 -


     


    

 


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 so paid or made,
then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution
or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution,
stock split or stock combination not been declared or announced.


 






    - 46 - 


     


    

 


(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 sixty (60) calendar days after the record date of
such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last
Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately
before 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.


 


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 Company in good faith and in a commercially
reasonable manner.


 






    - 47 - 


     


    

 


(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,


 


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;



 






    - 48 - 


     


    

 


		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 Company in good faith and in a commercially reasonable
manner), 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, and without having to convert its Notes, 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, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than
solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer
for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed
or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”),
then the Conversion Rate will be increased based on the following formula:


 


 


 


where:


 


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



 






    - 49 - 


     


    

 


		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), if any VWAP Trading Day of the Observation Period for a Note to be converted 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.


 


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;



 






    - 50 - 


     


    

 


		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, and without having to convert its Notes, 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 Expiration Time by the Company in good faith and in a commercially reasonable manner) 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:


 


 


 


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;



 






    - 51 - 


     


    

 


		AC	=	the aggregate value (determined as of the time (the “Expiration Time”) such tender
or exchange offer expires by the Company in good faith and in a commercially reasonable manner) 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), if any VWAP Trading Day of
the Observation Period for a Note to be converted 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.


 


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


 


(B)           No
Adjustments in Certain Cases.


 


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


 






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(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;


 


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


 


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


 


(6)            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 would result in a change of at least one percent (1%) to the Conversion Rate; (ii)
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) February 17, 2026.


 


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


 


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


 






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(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 any VWAP Trading Day in the Observation Period for such conversion, but an adjustment to the Conversion
Rate for such event has not yet become effective as of such VWAP Trading Day;


 


(iii)           the
Conversion Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock; 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 VWAP Trading Day. 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.


 


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


 


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


 


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


 


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


 


(iv)          the
Conversion Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock 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 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 the Company has a stockholder rights plan in effect upon conversion of any Notes into Common Stock, the Holder converting
such Notes will receive, in addition to any shares of Common Stock such Holder receives in connection with such conversion, the rights
under such stockholder rights plan. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common
Stock in accordance with the provisions of the applicable stockholder rights plan, then the Conversion Rate will be adjusted pursuant
to Section 5.05(A)(iii)(1) at the time of such separation as if the Company distributed, to all or substantially all holders of
Common Stock, shares of its capital stock, evidences of indebtedness, assets, property, rights, options or warrants as described above
in Section 5.05(A)(iii)(1), subject to readjustment in accordance with the final paragraph of Section 5.05(A)(iii)(1).


 






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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 the Indenture requires the Company to calculate the average of
the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment
to the Conversion Rate), or to calculate Daily VWAPs, Daily Conversion Values, Daily Cash Amounts or Daily Share Amounts over an Observation
Period, the Company will, if appropriate, make proportionate adjustments 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 an adjustment to the Conversion Rate where the
Ex-Dividend Date, effective date or Expiration 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.


 


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.


 






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(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:


 


	 	 	Stock
    Price	 
	Make-Whole


    Fundamental 

Change 

Effective Date	 		$56.00	 		$60.00	 		$70.00	 		$78.40	 		$90.00	 		$101.92	 		$125.00	 		$150.00	 		$175.00	 		$200.00	 		$250.00	 		$325.00	 
	June 15, 2021	 	 	5.1020	 	 	4.4470	 	 	3.2224	 	 	2.5057	 	 	1.8096	 	 	1.3217	 	 	0.7489	 	 	0.4185	 	 	0.2360	 	 	0.1308	 	 	0.0328	 	 	0.0000	 
	June 15, 2022	 	 	5.1020	 	 	4.4047	 	 	3.1290	 	 	2.3915	 	 	1.6853	 	 	1.2000	 	 	0.6459	 	 	0.3401	 	 	0.1789	 	 	0.0908	 	 	0.0160	 	 	0.0000	 
	June 15, 2023	 	 	5.1020	 	 	4.3173	 	 	2.9793	 	 	2.2189	 	 	1.5068	 	 	1.0311	 	 	0.5120	 	 	0.2445	 	 	0.1142	 	 	0.0489	 	 	0.0031	 	 	0.0000	 
	June 15, 2024	 	 	5.1020	 	 	4.1888	 	 	2.7566	 	 	1.9648	 	 	1.2503	 	 	0.7976	 	 	0.3424	 	 	0.1361	 	 	0.0494	 	 	0.0134	 	 	0.0000	 	 	0.0000	 
	June 15, 2025	 	 	5.1020	 	 	3.9943	 	 	2.3800	 	 	1.5346	 	 	0.8370	 	 	0.4510	 	 	0.1362	 	 	0.0328	 	 	0.0039	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	June 15, 2026	 	 	5.1020	 	 	3.9115	 	 	1.5306	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 



 


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


 


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


 


   (ii)          
if the Stock Price is greater than $325.00 (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 $56.00 (subject to adjustment in the same manner),
per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything to
the contrary in the Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 17.8571 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).


 






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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 (i) occurring pursuant to clause (A) of the definition thereof in accordance with Section
5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(F).


 


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. 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. If the Company has made such election,
then:


 


(A)            
no later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent
to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions,
if applicable), to a financial institution designated by the Company that has agreed to 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;


 


(B)             
if such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly
after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to
the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian
with the Depositary to confirm receipt of the same; and


 






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(C)             
such Note will not cease to be outstanding by reason of such exchange in lieu of conversion;


 


provided, however, that if such
financial 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.


 


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;


 


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


 


   (iv)          
other similar event,


 


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


 


   (1)            from
and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any Note, and
the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock
in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (II)
for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions)
will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definitions of
 “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and the Company’s
 “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 (I) each conversion of any Note with a Conversion Date that occurs on or
after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal amount
of such Note being converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including, for the avoidance
of doubt, any increase to such Conversion Rate pursuant to Section 5.07, if applicable); and (y) the amount of cash constituting
such Reference Property Unit; and (II) the Company will settle each such conversion 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 and in a commercially reasonable manner by the Company (or, in the case of cash denominated in U.S. dollars, the face amount
thereof).


 


If the Reference Property
consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition
of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received,
per share of Common Stock, by the holders of Common Stock. The Company will notify 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.


 






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


 


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


 


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 (or, if such
Business Combination Event is an Exempted Fundamental Change, is a corporation, limited liability company, limited partnership or other
similar entity) (the “Successor Entity”) 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 the Indenture and the Notes; and


 


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


 


(B)             
Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. 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 the Indenture have been satisfied.


 


SECTION 6.02.       
Successor Entity Substituted.


 


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


 


SECTION 6.03.       
Exclusion for Asset Transfers with Wholly Owned Subsidiaries.


 


Notwithstanding anything to
the contrary in this Article 6, this Article 6 will not apply to any transfer of assets between or among the Company and
any one or more of its Wholly Owned Subsidiaries not effected by merger or consolidation.


 






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Article
7.         Defaults
and Remedies


 


SECTION 7.01.       
Events of Default.


 


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


 


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


 


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


 


   (iii)           the Company’s failure to deliver, when required by the Indenture, a Fundamental Change Notice, or a notice pursuant to Section
5.01(C)(i)(3), 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 two (2) 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 the Indenture or the Notes (other than a default set forth
in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where such default is not cured
or waived within sixty (60) days after 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 the Company’s 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 million dollars ($20,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of the Company’s
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 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


 






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   (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 the Company’s Significant 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;


 


   (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.


 






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(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 Person.


 


(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 the 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 the Indenture or the Notes, the Company may elect that the sole remedy
for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Company’s
failure to comply with Section 3.02 (including Section 314(a)(1) of the Trust Indenture Act) will, for each of the first one hundred
and 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 and 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 and eighty
first (181st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section
2.05(B)).


 






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(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. For the avoidance of doubt, any Special
Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note.


 


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


 


(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 the 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.


 






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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.


 


SECTION 7.06.       
Control by Majority.


 


Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law, the Indenture or the Notes, or that, subject to Section 10.01, the Trustee determines may be unduly prejudicial
to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered security and indemnity satisfactory
to the Trustee against any loss, 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 the Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s obligations to convert any Notes pursuant to Article
5), 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 offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any loss,
liability or expense to the Trustee that may result from the Trustee’s following such request;


 


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


 


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


 


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


 






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


 


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


 


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 (senior to the rights of Holders) on, and will be paid out of, any
and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding
(whether in liquidation or under any plan of reorganization or arrangement or otherwise). Nothing in the Indenture will be deemed to authorize
the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 






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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 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;


 


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


 


Article
8.         Amendments,
Supplements and Waivers


 


SECTION 8.01.       
Without the Consent of Holders.


 


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


 


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


 


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


 






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(C)             
secure the Notes;


 


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


 


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


 


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


 


(G)             
irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such
election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant
to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less
than $1,000 per $1,000 principal amount of Notes applying to the conversion of any Note;


 


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


 


(I)              
conform the provisions of the Indenture and the Notes to the “Description of Notes” section of the Company’s
preliminary prospectus supplement, dated June 10, 2021, as supplemented by the related pricing term sheet, dated June 10, 2021;


 


(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 effecting or maintaining the qualification of the Indenture, or any supplemental
indenture thereto, under the Trust Indenture Act, as then in effect;


 


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


 


(M)           
make any other change to the 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).


 






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SECTION 8.02.       
With the Consent of Holders.


 


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


 


   (i)            
reduce the principal, or 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;


 


   (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 the Indenture or the Note;


 


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


 


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


 


For the avoidance of doubt,
pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to
the Indenture or the Notes, or waiver of any provision of the 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.


 






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SECTION 8.03.       
Notice of Amendments, Supplements and Waivers.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 8.05.       
Notations and Exchanges.


 


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


 






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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 the
Trustee concludes adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental
indenture, the Trustee will be entitled to receive, and (subject to Sections Section 10.01 and Section 10.02) will be fully
protected in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such
amendment or supplemental indenture is authorized or permitted by the Indenture; and (B) in the case of the Opinion of Counsel, such amendment
or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.


 


Article
9.         Satisfaction
and Discharge


 


SECTION 9.01.       
Termination of Company’s Obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 9.02.       
Repayment to Company.


 


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


 


SECTION 9.03.        Reinstatement.


 


If the Trustee, the Paying
Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01 because
of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits
such application, then the discharge of the Indenture pursuant to Section 9.01 will be rescinded; provided, however,
that if the Company thereafter pays or delivers any 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
the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


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


 


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


 


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


 






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(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.


 


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


 


(E)             
No provision of the Indenture will require the Trustee to expend or risk its own funds or incur any liability.


 


(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, an Opinion of Counsel or both.
The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel. The Trustee may consult with counsel; and the 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 the Indenture.


 


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


 






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(F)             
The Trustee need not exercise any rights or powers vested in it by the 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, 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 (including lost
profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)            
The permissive rights of the Trustee enumerated herein will not be construed as duties.


 


(I)              
The Trustee will not be required to give any bond or surety in respect of the execution of the Indenture or otherwise.


 


(J)              
Unless a Responsible Officer of the Trustee has received notice from the Company that it has elected to pay Special Interest on
the Notes, the Trustee may assume no Special Interest is payable.


 


SECTION 10.03.
      Individual Rights of the Trustee.


 


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


 


SECTION 10.04.
      Trustee’s Disclaimer.


 


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


 


SECTION 10.05.
      Notice of Defaults.


 


If a Default or Event of Default
occurs and is continuing and is 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 any Conversion Consideration upon conversion of any Note, the Trustee may withhold such notice if and for so long as it in good faith
determines that withholding such notice is in the interests of the Holders. The Trustee will not be deemed to have notice or be charged
with knowledge of any Default or Event of Default unless written notice thereof has been received by a Responsible Officer, and such notice
references the Notes and this Indenture and states on its face that a Default or Event of Default has occurred.


 






    - 74 - 


     


    

 



 


SECTION 10.06.
Compensation and Indemnity.


 


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


 


(B)             
The Company will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under the Indenture, including the costs and expenses of enforcing the
Indenture against the Company (including this Section 10.06) and defending itself against any claim (whether asserted by the Company,
any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under the Indenture,
except to the extent any such loss, liability or expense is attributable to its negligence, bad faith or willful misconduct, as determined
by a final decision of 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), except to the extent the Company is materially prejudiced by such failure. 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 discharge
of the Indenture.


 


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


 


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


 






    - 75 -


     


    

 


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 the Indenture by so notifying the Company. The Holders
of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company
in writing. The Company may remove the Trustee if:


 


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


 


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


 


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


 


(iv)              
the Trustee becomes incapable of acting.


 


(C)              
If the Trustee resigns or is removed, or if a vacancy exists in the office of the 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 the Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee
will, upon payment of all amounts due to it under the Indenture, promptly transfer all property held by it as Trustee to the successor
Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).


 


Section 10.08.
Successor Trustee by Merger, Etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, then such corporation
will become the successor Trustee without any further act.


 






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Section 10.09.
Eligibility; Disqualification.


 


There will at all times be
a Trustee under the Indenture that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0 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), 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 :


 


The Cheesecake Factory Incorporated


26901 Malibu Hills Road


Calabasas Hills, California 91301


Attention: General Counsel


E:mail: smay@thecheesecakefactory.com


 


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


 


Latham & Watkins LLP


140 Scott Drive


Menlo Park, California 94025


Attention: Kathleen M. Wells, Esq., and
Gregory P. Rodgers, Esq.


Email: kathleen.wells@lw.com, and greg.rodgers@lw.com


 


If to the Trustee:


 


U.S. Bank National Association


U.S. Bank Tower


633 West 5th Street, 24th Floor


Los Angeles, California 90071


Attention: Bradley Scarbrough


Email: bradley.scarbrough@usbank.com


 


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


 






    - 77 -


     


    

 


Any communication sent to
Trustee under the Indenture that requires a signature must be in the form of a document that is signed manually or by way of a digital
signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by an authorized representative
of the Company). The Company agrees to assume all risks arising out of its use of digital signatures and electronic methods to submit
communications to Trustee, including the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse
by third parties.


 


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 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.


 


All notices or communications
required to be made to a Holder pursuant to the Indenture must be made in writing and will be deemed to be duly sent or given in writing
if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,
to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note may,
but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given
in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect
its sufficiency with respect to any other Holder.


 


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


 


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


 


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


 






    - 78 -


     


    

 


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


 


Upon any request or application
by the Company to the Trustee to take any action under the Indenture (other than the initial authentication of Notes under the 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 signatory thereto, all conditions precedent and covenants, if any, provided for in the Indenture relating
to such action have been satisfied; and


 


(B)               an
Opinion of Counsel 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 3.03) or Opinion of Counsel with respect to compliance with a covenant
or condition provided for in the Indenture will include:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 79 -


     


    

 


Section 11.06.
Governing Law; Waiver of Jury Trial.


 


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


 


Section 11.07.
Submission to Jurisdiction.


 


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


 


Section 11.08.
No Adverse Interpretation of Other Agreements.


 


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


 


Section 11.09.
Successors.


 


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


 


Section 11.10.
Force Majeure.


 


The Trustee and each Note
Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under the 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, civil unrest, local or national disturbance or disaster, act of terrorism or unavailability
of the Federal Reserve Bank wire or facsimile or other wire or communication facility).


 






    - 80 -


     


    

 


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


 


The Company acknowledges that,
in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The Company agrees to provide the Trustee with such information as it
may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.


 


Section 11.12.
Calculations.


 


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


 


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. For the avoidance of doubt, the Trustee will not be obligated to make or
confirm any calculations called for under the Indenture or the Notes.


 


Section 11.13.
Severability.


 


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


 


Section 11.14.
Counterparts.


 


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


 


Section 11.15.
Table of Contents, Headings, Etc.


 


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


 






    - 81 -


     


    

 


Section 11.16.
Withholding Taxes.


 


Each Holder of a Note agrees,
and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to agree, that if the Company
or other applicable withholding agent (including the Trustee) pays withholding taxes or backup withholding on behalf of such Holder or
beneficial owner as a result of an adjustment or the non-occurrence of an adjustment to the Conversion Rate, 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.


 


Section 11.17.
Trust Indenture Act Controls.


 


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


 


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


 






    - 82 -


     


    

 


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


 


	 	The Cheesecake Factory Incorporated
	 	 	 
	 	 	 
	 	By:	/s/ Matthew Clark
		 	Name:	 Matthew Clark
	 	 	Title:	Executive Vice President and Chief Financial Officer




 





	 	U.S.
Bank National Association, as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Bradley E. Scarbrough
		 	Name:	Bradley E. Scarbrough
	 	 	Title:	Vice President




 


[Signature Page to Supplemental Indenture]


 






    


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


THE CHEESECAKE FACTORY INCORPORATED


 


0.375% Convertible Senior Note due 2026


 


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




 


The Cheesecake Factory Incorporated,
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 15, 2026 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all
accrued and unpaid interest are paid or duly provided for.


 


	Interest Payment Dates:	 	June 15 and December 15 of each year, commencing
    on [date].
	 	 	 
	Regular Record Dates:	 	June 1 and December 1.




 


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


 


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


 


 


 


 


 





 






		*	Insert bracketed language for Global Notes only.



 






    A-1


     


    

 


IN WITNESS WHEREOF,
The Cheesecake Factory Incorporated has caused this instrument to be duly executed as of the date set forth below.


 


	 	 	 	The Cheesecake Factory Incorporated
	 	 	 	 	 
		 	 	 	 
	Date:	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:




 






    A-2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 





	Date:	 	 	By:	 
	 	 	 	 	Authorized Signatory
	 	 	 	 	 



 






    A-3


     


    

 


THE CHEESECAKE FACTORY INCORPORATED


 


0.375% Convertible Senior Note due 2026


 


This Note is one of a duly
authorized issue of notes of The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), designated
as its 0.375% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture
(the “Base Indenture”), dated as of June 15, 2021, and a first supplemental indenture (as the same may be amended from
time to time, the “Supplemental Indenture,” and the Base Indenture, as amended by the Supplemental Indenture, and as
the same may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”), dated
as of June 15, 2021, each between the Company and U.S. Bank National Association, as trustee. Capitalized terms used in this Note without
definition have the respective meanings ascribed to them in the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-4


     


    

 


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


 


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


 


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


 


11.              
Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive
compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05 and Article
8 of the Supplemental Indenture.


 


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


 


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


 


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


 


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


 


* * *


 






    A-5


     


    

 


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:


 


The Cheesecake Factory Incorporated


26901 Malibu Hills Road


Calabasas Hills, California 91301


Attention: Chief Financial Officer


 






    A-6


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


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


 


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


 


	Date	 	Amount of Increase

(Decrease) in

Principal Amount of 

this Global Note	 	Principal Amount of 

this Global Note

After Such Increase

(Decrease)	 	Signature of 

Authorized

Signatory of Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





 






		*	Insert for Global Notes only.



 






    A-7


     


    

 


CONVERSION NOTICE


 


THE CHEESECAKE FACTORY INCORPORATED


 


0.375% 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.



 






    A-8


     


    

 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


THE CHEESECAKE FACTORY INCORPORATED


 


0.375% Convertible Senior Notes due 2026


 


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


 


		o	the entire principal amount of



 


		o	$                     
*aggregate principal amount of



 


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


 


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


 





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


 





 






		*	Must be an Authorized Denomination.


 






    A-9


     


    

 


ASSIGNMENT FORM


 


THE CHEESECAKE FACTORY INCORPORATED


 


0.375% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture, the undersigned
Holder of the Notes identified below assigns (check one):


 


		o	the entire principal amount of



 


		o	$                     *
aggregate principal amount of



 


the Notes identified by CUSIP No.                      
and Certificate No.                      ,
and all rights thereunder, to:


 


	Name:	



 


	Address:	
	 	 
	Social security
or tax id. #:	 
	 	 
	and 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


 





 









		*	Must be an Authorized Denomination.


 






    A-10


     


    

 


EXHIBIT B-1


 


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 SUPPLEMENTAL
INDENTURE HEREINAFTER REFERRED TO.


 






    B1-1


     


    

 


EXHIBIT B-2


 


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.


 






    B2-1