Exhibit 4.1


 


EXECUTION VERSION

 

 


 


 



 


 


CRACKER BARREL OLD COUNTRY STORE, INC.


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee


 


 



 


INDENTURE


 


Dated as of June 18, 2021


 


 



 


0.625% Convertible Senior Notes due 2026


 

 



 


 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1.      Definitions;
    Rules of Construction	1
	 	 
	 	Section 1.01.	Definitions	1
	 	Section 1.02.	Other Definitions	12
	 	Section 1.03.	Rules of Construction	13
	 	 	 	 
	Article 2.      The
    Notes	14
	 	 
	 	Section 2.01.	Form, Dating and Denominations	14
	 	Section 2.02.	Execution, Authentication and Delivery	14
	 	Section 2.03.	Initial Notes and Additional Notes	15
	 	Section 2.04.	Method of Payment	15
	 	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment
Date is Not a Business Day	16
	 	Section 2.06.	Registrar, Paying Agent and Conversion Agent	17
	 	Section 2.07.	Paying Agent and Conversion Agent to Hold Property
in Trust	17
	 	Section 2.08.	Holder Lists	18
	 	Section 2.09.	Legends	18
	 	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	19
	 	Section 2.11.	Exchange and Cancellation of Notes to Be Converted
or Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption	24
	 	Section 2.12.	Removal of Transfer Restrictions	25
	 	Section 2.13.	Replacement Notes	25
	 	Section 2.14.	Registered Holders; Certain Rights with Respect to
Global Notes	25
	 	Section 2.15.	Cancellation	26
	 	Section 2.16.	Notes Held by the Company or its Affiliates	26
	 	Section 2.17.	Temporary Notes	26
	 	Section 2.18.	Outstanding Notes	26
	 	Section 2.19.	Repurchases by the Company	27
	 	Section 2.20.	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.	Rule 144A Information	28
	 	Section 3.04.	Additional Interest	29
	 	Section 3.05.	Compliance and Default Certificates	30
	 	Section 3.06.	Stay, Extension and Usury Laws	30
	 	Section 3.07.	Notes Acquired by the Company	30
	 	Section 3.08.	Existence	30
	 	 	 	 
	Article 4.      
    Repurchase and Redemption	30
	 	 
	 	Section 4.01.	No Sinking Fund	30
	 	Section 4.02.	Right of Holders to Require the Company to Repurchase
Notes upon a Fundamental Change	31
	 	Section 4.03.	Optional Right of Redemption by the Company	35



 






     


     


    

 


	Article 5.      
    Conversion	38
	 	
	 	Section 5.01.	Right to Convert	38
	 	Section 5.02.	Conversion Procedures	41
	 	Section 5.03.	Settlement upon Conversion	43
	 	Section 5.04.	Reserve and Status of Common Stock Issued upon Conversion	46
	 	Section 5.05.	Adjustments to the Conversion Rate	46
	 	Section 5.06.	Voluntary Adjustments	57
	 	Section 5.07.	Adjustments to the Conversion Rate in Connection with
a Make-Whole Fundamental Change	57
	 	Section 5.08.	Exchange in Lieu of Conversion	58
	 	Section 5.09.	Effect of Common Stock Change Event	59
	 	 	 	 
	Article 6.      
    Successors	61
	 	 
	 	Section 6.01.	When the Company May Merge, Etc.	61
	 	Section 6.02.	Successor Corporation Substituted	61
	 	 	 	 
	Article 7.      
    Defaults and Remedies	62
	 	 
	 	Section 7.01.	Events of Default	62
	 	Section 7.02.	Acceleration	64
	 	Section 7.03.	Sole Remedy for a Failure to Report	64
	 	Section 7.04.	Other Remedies	65
	 	Section 7.05.	Waiver of Past Defaults	65
	 	Section 7.06.	Control by Majority	66
	 	Section 7.07.	Limitation on Suits	66
	 	Section 7.08.	Absolute Right of Holders to Institute Suit for the
Enforcement of the Right to Receive Payment and Conversion Consideration	66
	 	Section 7.09.	Collection Suit by Trustee	67
	 	Section 7.10.	Trustee May File Proofs of Claim	67
	 	Section 7.11.	Priorities	67
	 	Section 7.12.	Undertaking for Costs	68
	 	 	 	 
	Article 8.      Amendments,
    Supplements and Waivers	68
	 	 
	 	Section 8.01.	Without the Consent of Holders	68
	 	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	71
	 	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



 






     


     


    

 


	Article 10.       Trustee	73
	 	 
	 	Section 10.01.	Duties of the Trustee	73
	 	Section 10.02.	Rights of the Trustee	74
	 	Section 10.03.	Individual Rights of the Trustee	75
	 	Section 10.04.	Trustee’s Disclaimer	75
	 	Section 10.05.	Notice of Defaults	75
	 	Section 10.06.	Compensation and Indemnity	75
	 	Section 10.07.	Replacement of the Trustee	76
	 	Section 10.08.	Successor Trustee by Merger, Etc.	77
	 	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	80
	 	Section 11.04.	Rules by the Trustee, the Registrar and the Paying
Agent	80
	 	Section 11.05.	No Personal Liability of Directors, Officers, Employees
and Stockholders	80
	 	Section 11.06.	Governing Law; Waiver of Jury Trial	80
	 	Section 11.07.	Submission to Jurisdiction	81
	 	Section 11.08.	No Adverse Interpretation of Other Agreements	81
	 	Section 11.09.	Successors	81
	 	Section 11.10.	Force Majeure	81
	 	Section 11.11.	U.S.A. PATRIOT Act	81
	 	Section 11.12.	Calculations	81
	 	Section 11.13.	Severability	82
	 	Section 11.14.	Counterparts	82
	 	Section 11.15.	Table of Contents, Headings, Etc.	82
	 	Section 11.16.	Withholding Taxes	82
	 	Section 11.17.	Foreign Account Tax Compliance Act (FATCA)	83
	 	Section 11.18.	Electronic Execution of Documents	83



 




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




 






     


     


    

 


INDENTURE, dated as
of June 18, 2021, between Cracker Barrel Old Country Store, Inc., a Tennessee corporation, as issuer (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”).


 


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


 


Article
1.      Definitions; Rules of Construction


 


Section 1.01.    
Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Common Stock”
means the 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 Indenture and, subject to Article 6, its successors and assigns.


 






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


 


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


 


“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 5.3153 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that the Conversion
Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the
Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to
the Conversion Rate immediately after the Close of Business on such date.


 


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


 


“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-twenty-fifth (1/25th) of the product of (A) the Conversion Rate on
such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily Maximum Cash
Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount
applicable to such conversion by (B) twenty-five (25).


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


“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.


 


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


 


“Freely Tradable”
means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 if
held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the immediately preceding
three (3) months, without any requirements as to volume, manner of sale, availability of current public information or notice under the
Securities Act (except that, during the six (6) month period beginning on, and including, the date that is six (6) months after the Last
Original Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the
same is satisfied at that time); provided, however, that from and after the Free Trade Date of such Note, such Note will not be
 “freely tradable” unless such Note (x) is not identified by a “restricted” CUSIP or ISIN number at any time;
and (y) is not represented by any certificate that bears a Restricted Note Legend or any similar restrictive note legend described in
Section 2.09. For the avoidance of doubt, whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN
number or to bear the Restricted Note Legend is subject to Section 2.12.


 






    - 3 -


     


    

 


“Fundamental Change”
means any of the following events:


 


(A)       a
 “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or 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 Company’s common equity representing
more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding 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 the Company or 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 or traded on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select
Market (or any of their respective successors);


 


provided, however, that a transaction
or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%)
of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant
to dissenters rights), in connection with such transaction or event, consists of shares of common stock listed or traded (or American
depositary receipts representing shares of common stock, which depositary receipts are listed or traded) 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
or traded 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 purposes of this
definition, (x) any transaction or event described in both clause (A) and in clause (B)(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-2.


 


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


 


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


 


“Initial Purchasers”
means BofA Securities, Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Truist Securities, Inc.


 


“Interest Payment
Date” means, with respect to a Note, each June 15 and December 15 of each year, commencing on December 15, 2021 (or 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 18, 2021.


 


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


 






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“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 Initial Purchasers. 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 the definition thereof); 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 Business Day immediately before the related Redemption Date.


 


“Make-Whole Fundamental
Change Effective Date” (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.


 






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“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-3.


 


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


 


“Notes”
means the 0.625% Convertible Senior Notes due 2026 issued by the Company pursuant to this Indenture.


 


“Observation Period”
means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs
before the fifty-fifth (55th) Scheduled Trading Day immediately before the Maturity Date, the twenty-five (25) consecutive VWAP Trading
Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B), if such Conversion Date
occurs on or after the date the Company has sent a Redemption Notice calling such Note for Redemption pursuant to Section 4.03(F)
and before the related Redemption Date, the twenty-five (25) consecutive VWAP Trading Days beginning on, and including, the twenty-sixth
(26th) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such
conversion date occurs on or after the fifty-fifth (55th) Scheduled Trading Day immediately before the Maturity Date, the
twenty-five (25) consecutive VWAP Trading Days beginning on, and including, the twenty-sixth (26th) 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.


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that, unless otherwise
expressly provided in this Indenture, 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, unless otherwise expressly provided in this Indenture, meets the requirements of Section 11.03, subject
to customary qualifications and exclusions.


 






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“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.


 


“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.


 


“Place of Payment”
means the office or agency of the Paying Agent established pursuant to Section 2.06(A) where Notes may be presented for payment,
which office or agency, for the avoidance of doubt, must be in the continental United States.


 


“Purchase Agreement”
means that certain Purchase Agreement, dated June 15, 2021, between the Company and the representatives of the Initial Purchasers.


 


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


 


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


 


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


 


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


 


“Regular Record
Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on June
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 Corporate Trust Administration 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.


 


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


 






    - 8 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


“Settlement Method”
means Cash Settlement or Combination Settlement.


 


“Shoe Option”
means the Initial Purchasers’ option to purchase up to twenty-five million dollars ($25,000,000) aggregate principal amount of
additional Notes as provided for in the Purchase Agreement.


 


“Significant Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined
in Article 1, 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 (3) of the definition of “significant subsidiary” in Rule 1-02(w) but not clause (1) or (2)
thereof, in each case as such rule is in effect on the date on which the Notes are first issued, then such Subsidiary will not be deemed
not to be a Significant Subsidiary of that person unless such Subsidiary’s income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principle, exclusive of amounts attributable to any non-controlling
interests, for the last completed fiscal year before the date of determination exceeds $35,000,000. To the extent any such Subsidiary
would not be deemed to be a “significant subsidiary” under the relevant definition set forth in Article 1, Rule 1-02(w) of
Regulation S-X (or any successor rule) as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be
a Significant Subsidiary irrespective of whether such Subsidiary would otherwise be deemed to be a Significant Subsidiary pursuant to
the immediately preceding sentence.


 






    - 9 -


     


    

 


“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.


 


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


 


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


 






    - 10 -


     


    

 


“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 Initial Purchasers; provided, however,
that, if three (3) such bids cannot reasonably be obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then the
average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid Solicitation Agent, then
that one (1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for
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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 11 -


     


    

 


“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)
	“Applicable Tax Law”	 	 	11.17
	“Business Combination Event”	 	 	6.01
                                            (A)
	“Cash Settlement”	 	 	5.03
                                            (A)
	“Combination Settlement”	 	 	5.03
                                            (A)
	“Common Stock Change Event”	 	 	5.09
                                            (A)
	“Conversion Agent”	 	 	2.06
                                            (A)
	“Conversion Consideration”	 	 	5.03
                                            (B)
	“Default Interest”	 	 	2.05
                                            (B)
	“Defaulted Amount”	 	 	2.05
                                            (B)
	“Event of Default”	 	 	7.01
                                            (A)
	“Expiration Date”	 	 	5.05
                                            (A)(v)
	“Expiration Time”	 	 	5.05
                                            (A)(v)
	“Fundamental Change Notice”	 	 	4.02
                                            (E)
	“Fundamental Change Repurchase Right”	 	 	4.02
                                            (A)
	“Initial Notes”	 	 	2.03	(A)
	“Measurement Period”	 	 	5.01
                                            (C)(i)(2)
	“Paying Agent”	 	 	2.06
                                            (A)
	“Redemption Notice”	 	 	4.03
                                            (F)
	“Reference Property”	 	 	5.09
                                            (A)
	“Reference Property Unit”	 	 	5.09
                                            (A)




 






    - 12 -


     


    

 


	“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 Corporation”	 	 	6.01
                                            (A)
	“Successor Person”	 	 	5.09
                                            (A)
	“Tender/Exchange Offer Valuation Period”	 	 	5.05
                                            (A)(v)
	“Trading Price Condition”	 	 	5.01
                                            (C)(i)(2)
	“Trigger Event”	 	 		5.05(A)(iii)(1)




 


Section 1.03.    
Rules of Construction.


 


For purposes of this Indenture:


 


(A)           
“or” is not exclusive;


 


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


 


(C)            
“will” expresses a command;


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 13 -


     


    

 


Article
2.         The Notes


 


Section 2.01.    
Form, Dating and Denominations.


 


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


 


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


 


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


 


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


 


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


 


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 or as otherwise provided for by Section 11.18. 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.


 






    - 14 -


     


    

 


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


 


Section 2.03.    
Initial Notes and Additional Notes.


 


(A)            
Initial Notes. On the Issue Date, there will be originally issued ($300,000,000) aggregate principal amount of Notes, subject
to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes
issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”


 


(B)             
Additional Notes. The Company may, subject to the provisions of this Indenture (including Section 2.02), originally
issue additional Notes with the same terms as the initial Notes (except, to the extent applicable, with respect to the date as of which
interest begins to accrue on such additional Notes and the first Interest Payment Date and the Last Original Issue Date of such additional
Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably
with all other, Notes issued under this Indenture; provided, however, that if any such additional Notes are not fungible
with other Notes issued under this Indenture for U.S. federal income tax or U.S. federal securities laws purposes, 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 this Indenture.


 


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


 






    - 15 -


     


    

 


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 0.625% (the “Stated Interest”),
plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively. Stated
Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided
for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such
Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of
payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without duplication
of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment
Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding
Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months.


 


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


 


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


 






    - 16 -


     


    

 



 


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 without prior notice to Holders. The Company initially names the
corporate trust office of the Trustee at U.S. Bank Global Corporate Trust, 333 Commerce Street, Suite 800, Nashville, Tennessee  37201,
Attn: Wally Jones as the initial office for purposes of this Section 2.06(A).


 


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


 


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


 


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


 


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


 


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


 






    - 17 -


     


    

 


Section 2.08.    
Holder Lists.


 


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


 


Section 2.09.    
Legends.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)             
Restricted Stock Legend.


 


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


 


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


 






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Section 2.10.    
Transfers and Exchanges; Certain Transfer Restrictions.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


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


 


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


 


(iii)           
The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any exchange or registration
of transfer of Notes as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different
from the name of the Holder of the old Notes surrendered for exchange or registration of transfer, or in connection with any 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 Sections 2.11, 2.17 or 8.05 not involving any transfer.


 


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


 


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


 






    - 19 -


     


    

 


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


 


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


 


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


 


(ix)            
Neither the Company, the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.


 


(B)             
Transfers and Exchanges of Global Notes.


 


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


 


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


 


(1)              
the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note
having a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note pursuant
to Section 2.15);


 


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


 


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


 


(4)              
if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical
Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Physical Notes that are in Authorized Denominations (not to exceed, in the aggregate, the principal amount of such
Global Note to be so exchanged), are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary
procedures) and bear each legend, if any, required by Section 2.09.


 


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


 


(C)             
Transfers and Exchanges of Physical Notes.


 


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


 


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


 


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


 






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


 


(1)             
such old Physical Note will be promptly cancelled pursuant to Section 2.15;


 


(2)              
if such old Physical Note is to be 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 transferred or
exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09;


 


(3)              
in the case of a transfer:


 


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


 


(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


 






    - 22 -


     


    

 


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


 


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


 


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


 


(ii)             
remove such Restricted Note Legend; or


 


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


 


then the Company, the Trustee and the Registrar
may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Trustee and
the Registrar such certificates or other documentation or evidence as the Company may reasonably require to determine that such identification,
removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however,
that no such certificates, documentation or evidence need be so delivered (w) on and after the Free Trade Date with respect to such Note
unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise transferred
pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current public information or
notice under the Securities Act; (x) in connection with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer
of such Note to the Company or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective
registration statement under the Securities Act. All Notes presented or surrendered for registration of transfer or exchange will be
duly endorsed, or accompanied by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures,
and such Notes will be duly endorsed by the Holder thereof or his attorney duly authorized in writing, in each case subject to the Depositary
Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the requirements set forth
in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will
be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form of the “Transferor
Acknowledgement” set forth in Exhibit A.


 


(E)             
Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture
or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i)
has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) 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; or (iii) 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.


 






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


 


(A)            
Partial Conversions and 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 this Indenture; provided, however,
that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such
conversion or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18.


 


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


 


(i)                
Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section
2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change
or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant
to Section 2.18 and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical
Note will be cancelled pursuant to Section 2.15; and (2) in the case of a partial conversion or repurchase, 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; (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 2.18, the Trustee will reflect a decrease of the principal amount of such Global Note
in an amount equal to the principal amount of such Global Note to be so converted or repurchased, as applicable, by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note
is zero following such notation, cancel such Global Note pursuant to Section 2.15).


 






    - 24 -


     


    

 


Section 2.12.    
Removal of Transfer Restrictions.


 


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


 


Section 2.13.    
Replacement Notes.


 


If a Holder of any Note claims
that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee
will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated
Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee
and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee may require the Holder thereof
to provide such security or indemnity that is reasonably satisfactory to the Company and the Trustee to protect the Company and the Trustee
from any loss that any of them may suffer if such Note is replaced.


 


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


 


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


 


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


 






    - 25 -


     


    

 


Section 2.15.    
Cancellation.


 


Without limiting the generality
of Section 3.07, 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 accordance with its customary procedures. Without limiting the generality
of Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled
upon transfer, exchange, payment or conversion.


 


Section 2.16.    
Notes Held by the Company or its Affiliates.


 


Without limiting the generality
of Section 3.07, 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 2.17.    
Temporary Notes.


 


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


 


Section 2.18.    
Outstanding Notes.


 


(A)            
Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly
executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered
to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full in accordance
with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), (C)
or (D) of this Section 2.18.


 






    - 26 -


     


    

 


(B)             
Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the
time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a
 “bona fide purchaser” under applicable law.


 


(C)             
Maturing Notes and Notes Called for Redemption 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 Sections 4.02(D),
4.03(E) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate
with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase
Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case
as provided in this Indenture.


 


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


 


(E)             
Cessation of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest
will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease
to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.


 


Section 2.19.    
Repurchases by the Company.


 


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


 


Section 2.20.    
CUSIP and ISIN Numbers.


 


Subject to Section 2.12,
the Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use
such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) each such notice will state that no representation
is made by the Trustee 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 this Indenture.


 


(B)             
Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or
Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit,
or will cause 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 with the SEC (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.


 


(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 this Indenture (as to which the Trustee is entitled to conclusively rely on an Officer’s
Certificate).


 


Section 3.03.    
Rule 144A Information.


 


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


 






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Section 3.04.    
Additional Interest.


 


(A)            
Accrual of Additional Interest.


 


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


 


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


 


(2)              
such Note is not otherwise Freely Tradable,


 


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


 


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


 


(B)             
Amount and Payment of Additional Interest. Any Additional Interest that accrues on a Note pursuant to Section 3.04(A)
will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum
equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest
accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided,
however, that in no event will Additional Interest that may accrue as a result of the Company’s failure to timely file any
report (other than Form 8-K reports) that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, together
with any Special Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For
the avoidance of doubt, any Additional Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such
Note and, subject to the proviso of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.


 


(C)             
Notice of Accrual of Additional Interest; Trustee’s Disclaimer. The Company will send notice to the Holder of each
Note, and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such Note. In addition,
if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Additional Interest
is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company
is obligated to pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is
payable on such date of payment. The Trustee will have no duty to determine whether any Additional Interest is payable or the amount
thereof.


 


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


 






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Section 3.05.    
Compliance and Default Certificates.


 


(A)            
Annual Compliance Certificate. Within one hundred and twenty (120) days after July 31, 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 a Default or Event of Default has occurred during the previous
year or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes
to take with respect thereto). If the fiscal year of the Company shall, at any time, be other than a calendar year, the Company will
give prompt notice thereof to the Trustee.


 


(B)             
Default Certificate. If a Default or Event of Default occurs, then the Company will promptly 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 3.06.    
Stay, Extension and Usury Laws.


 


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


 


Section 3.07.    
Notes Acquired by the Company.


 


The Company will as soon
as practicable deliver to the Trustee for cancellation all Notes that the Company or any of its Subsidiaries has purchased or otherwise
acquired; provided, however, that the Company may instead reissue or resell any such Notes so long as such Notes (A) will
not constitute “restricted securities” (as defined in Rule 144) upon such reissuance or resale; and (B) will be fungible
with all other Notes then outstanding for federal income tax purposes.


 


Section 3.08.    
Existence.


 


Subject to Article 6,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


 


Article
4.         Repurchase
and Redemption


 


Section 4.01.    
No Sinking Fund.


 


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


 






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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).


 


(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 at 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.


 






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(E)             
Fundamental Change Notice. On or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change,
the Company will send to each Holder (and to any beneficial owner of a Global Note, if required by applicable law), 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;


 


(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 this Indenture; and


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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)).


 






    - 33 -


     


    

 


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


 


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


 


(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 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.


 


(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 the maximum amount of accrued interest payable as part of the related Fundamental Change Repurchase Price); and (iii)
the Company timely sends the notice relating to such Fundamental Change required pursuant to Section 5.01(C)(i)(3)(b).


 






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


 


(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.    
Optional Right of Redemption by the Company.


 


(A)             
No Right to Redeem Before June 15, 2024. The Company may not redeem the Notes at its option at any time before June 15,
2024.


 


(B)              
Right to Redeem the Notes on or After June 15, 2024. Subject to the terms of this Section 4.03, the Company has
the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to
time, on a Redemption Date on or after June 15, 2024 and on or before the twenty-fifth (25th) 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 (x) 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 (y) the Trading Day immediately before such Redemption Notice Date. However, the Company
will not call less than all of the outstanding Notes for Redemption unless the excess of the principal amount of Notes outstanding as
of the time the Company send the related Redemption Notice over the aggregate principal amount of Notes set forth in such Redemption
Notice as being subject to Redemption is at least fifty million dollars ($50,000,000). For the avoidance of doubt, the calling of any
Notes for Redemption will constitute a Make-Whole Fundamental Change only with respect to such Notes pursuant to clause (B) of
the definition thereof and not with respect to the Notes not called (or deemed called) for Redemption.


 


(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).


 






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(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 (50), nor less than thirty (30), 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.


 


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


 


Such Redemption Notice must
state:


 


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


 


(ii)             
the Redemption Date for such Redemption;


 


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


 


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


 






    - 36 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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 4.04(F) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.


 


(I)               
If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03, and the Holder of
any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of Business
on the twenty-seventh (27th) 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 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.


 






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Article
5.         Conversion


 


Section 5.01.    
Right to Convert.


 


(A)            
Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s
Notes into Conversion Consideration.


 


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


 


(C)             
When Notes May Be Converted.


 


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


 


(1)              
Conversion upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter
commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), 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 calendar 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 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 who
beneficially owns not less than $2,000,000 principal amount of the Notes (or such lesser amount as is then outstanding) 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.


 






    - 38 -


     


    

 


(3)          
Conversion upon Specified Corporate Events.


 


(a)      Certain
Distributions. If the Company elects to:


 


(I)               
distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant
to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than
sixty (60) calendar days after the date such distribution is announced, 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 (30) Scheduled Trading Days before the Ex-Dividend Date for such distribution; 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 date; provided,
further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a), in the case of any separation,
from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will
the Company be required to provide such notice before the Business Day after the date the Company becomes aware of the event causing
such separation.


 






    - 39 -


     


    

 


(b)              
Certain Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change 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 fails
to provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes
are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to,
but excluding, the date the Company provides such notice. No later than such effective date, the Company will send notice to the Holders,
the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.


 


(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 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, December
15, 2025 until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 5.02.    
Conversion Procedures.


 


(A)             
Generally.


 


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


 


(ii)             
Physical Notes. To convert all or a portion of a Physical Note 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), such
Note (or such portion thereof) will 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).


 






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


 


(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.


 


(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.


 






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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 the fifty-fifth (55th)
Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send
notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on the fifty-fifth (55th) Scheduled
Trading Day immediately before the Maturity Date;


 


(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 the fifth-fifth (55th) Scheduled Trading Day immediately before the Maturity Date, then the Company will
send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the
Business Day immediately after such Conversion Date;


 


(3)              
if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case
of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption)
sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that
occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs
on or after the fifty-fifth (55th) Scheduled Trading Day immediately before the Maturity Date, 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 the fifty-fifth (55th) Scheduled Trading Day immediately before the Maturity Date;


 


(4)              
the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day
(and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of
Notes whose Conversion Dates occur on different days, except as provided in clause (1) or (3) above);


 






    - 43 -


     


    

 


(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);


 


(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); and


 


(7)              
the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a).


 


(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 Cash Amount or range of Specified Cash Amounts
that will apply to such conversions, provided, in each case, that (v) 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)); (w) no
such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant
to the other provisions of this Section 5.03(A); (x) 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; (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 this 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 the SEC.


 






    - 44 -


     


    

 


(B)             
Conversion Consideration.


 


(i)                
Generally. Subject to Section 5.03(B)(i) and Section 5.03(B)(ii), 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 the second (2nd) Business
Day immediately after the last VWAP Trading Day of the Observation Period for such conversion.


 


(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 the Common Stock, then
accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.


 






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


 


(A)             
Stock Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued
and unreserved shares of Common Stock, a number of shares of Common Stock 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).


 


(B)             
Status of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly
issued or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08
need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive
rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of
the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities
exchange, or quoted on any inter-dealer quotation system, then the Company will 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.


 


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:


 


 


 






    - 46 -


     


    

 



 


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 the Open of Business on such 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 or distribution
of the type described in this Section 5.05(A)(i) is declared, but not so paid, then the Conversion Rate will be readjusted, effective
as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be
in effect had such dividend or distribution not been declared.


 


(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 the provisions set
forth in 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 date such distribution is announced, 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;



 






    - 47 -


     


    

 


		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 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. 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 Ex-Dividend Date for the distribution of such rights,
options or warrants not occurred.


 


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 of the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise
such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or
warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board
of Directors.


 


(iii)           Spin-Offs
and Other Distributed Property.


 


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


 


(v)      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);


 


(w)     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);


 






    - 48 -


     


    

 


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


 


(y)      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); 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;




 


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




 


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



 


		FMV	=	the
                                            fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date,
                                            of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options
                                            or warrants distributed per share of Common Stock pursuant to such distribution;



 


provided, however,
that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder
will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time
and on the same terms as holders of Common Stock, 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.


 






    - 49 -


     


    

 


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.


 


For purposes of this Section
5.05(A)(iii)(1) (and subject to Section 5.05(F)), rights, options or warrants distributed by the Company to all holders of
the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either
initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger
Event”): (x) are deemed to be transferred with such Common Stock; (y) are not exercisable; and (z) are also issued in respect
of future issuances of Common Stock, will be deemed not to have been distributed for purposes of this Section 5.05(A)(iii)(1)
(and no adjustment to the Conversion Rate under this Section 5.05(A)(iii)(1) will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights, options or warrants will be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate will be made pursuant to this Section 5.05(A)(iii)(1). If any such right, option or warrant,
including any such existing rights, options or warrants distributed before the Issue Date, are subject to events, upon the occurrence
of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets,
then the date of the occurrence of any and each such event will be deemed to be the date of distribution and Ex-Dividend Date with respect
to new rights, options or warrants with such rights (in which case, the existing rights, options or warrants will be deemed to terminate
and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution)
of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate pursuant
to this Section 5.05(A)(iii)(1) was made, (x) in the case of any such rights, options or warrants that have been redeemed or purchased
without exercise by any holders thereof, upon such final redemption or purchase (I) the Conversion Rate will be readjusted as if such
rights, options or warrants had not been issued; and (II) the Conversion Rate will then again be readjusted to give effect to such distribution,
deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or
purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder
had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase; and
(y) in the case of such rights, options or warrants that have expired or been terminated without exercise by any holders thereof, the
Conversion Rate will be readjusted as if such rights, options and warrants had not been issued.


 






    - 50 -


     


    

 


(2)            Spin-Offs.
If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, 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 a Common Stock Change Event, as to which Section 5.09 will apply), and such Capital Stock or equity interest
is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a
 “Spin-Off”), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


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




 


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




 


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




 






    - 51 -


     


    

 


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




 





 


where:


 


	 	CR0	=	the Conversion Rate in effect immediately before the
    Open of Business on the Ex-Dividend Date for such dividend or distribution;




 


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




 


		SP	=	the
                                            Daily VWAP 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 Board of Directors) of the cash and other consideration paid per share of
Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately
after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange
offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:


 






    - 52 -


     


    

 





 


where:


 


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




 


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




 


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



 


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




 


	 	OS1	=	the number of shares of Common Stock
    outstanding immediately after the 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 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.


 






    - 53 -


     


    

 


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.


 


(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.


 






    - 54 -


     


    

 


(C)           If
an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one percent (1%)
to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may, at its election, defer
such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when
all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) 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 call any Notes for Redemption; and (v) the fifty-fifth (55th) Scheduled Trading Day immediately before the Maturity Date.


 


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


 


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


 


(ii)            the
record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section
5.05(A) has occurred on or before 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 this Indenture or the Notes, if:


 


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


 


(ii)            a
Note is to be converted pursuant to 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)),


 






    - 55 -


     


    

 


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 the conversion of any Notes into shares of Common Stock,
the person to whom such shares are to be delivered upon conversion will receive, in addition to any shares of Common Stock received in
connection with such conversion, the rights under the stockholder rights plan; provided, however, that if, prior to any
conversion of Notes, the rights pursuant to any such stockholder rights plan have separated from the shares of Common Stock in accordance
with the provisions of such stockholder rights plan, then the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1)
at the time of 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 of the type set forth in such section, subject to readjustment
in accordance with such section.


 


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


 


(H)           Equitable
Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices,
the Daily VWAPs, the Daily Conversion Values, the Daily Cash Amounts or the Daily Share Amounts over a span of multiple days (including
over an Observation Period and the period, if any, for determining the Stock Price), the Company will, acting in good faith and in a
commercially reasonable manner, make appropriate adjustments, if any, to each to account for any adjustment to the Conversion Rate that
becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, effective date or Expiration
Date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values,
the Daily Cash Amounts or the Daily Share Amounts are to be calculated.


 


(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), as applicable.


 






    - 56 -


     


    

 


(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.


 


(B)           Notice
of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to this Section 5.06,
then, at least fifteen (15) Business Days before such increase, the Company will send notice to each Holder 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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	·	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	    	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


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 a straight-line interpolation between the numbers of Additional
Shares set forth for the higher and lower Stock Prices in the table and the earlier and later dates in the table above, as applicable,
based on a 365- or 366-day year, as applicable; and


 






    - 57 -


     


    

 


(ii)            if
the Stock Price is greater than $500.00 (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 $150.51 (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 this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 6.6440 shares
of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time
and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


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


 


(B)           
Adjustment of Stock Prices and 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 5.07(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 Section 4.03 and (ii) occurring pursuant to clause
(B) of the definition thereof in accordance with Section 4.03(F).


 


(D)          Settlement
of Cash Make-Whole Fundamental Changes. For the avoidance of doubt, if holders of Common Stock receive solely cash in a Make-Whole
Fundamental Change, then, pursuant to Section 5.09, conversions of Notes will thereafter be settled no later than the second (2nd)
Business Day after the relevant Conversion Date.


 


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:


 






    - 58 -


     


    

 


(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


 


(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
this Indenture or the Notes,


 






    - 59 -


     


    

 


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


 


(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 the provisions described above in 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 second (2nd) Business Day after the relevant Conversion Date; and


 


(3)       for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities
will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such
class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist
of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does
not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined
in good faith 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 5.07(A) in a manner
consistent with this Section 5.09; and (z) contain such other provisions as the Company determines in good faith and in a commercially
reasonable manner 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 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
the Company reasonably determines are appropriate to preserve the economic interests of the Holders.


 






    - 60 -


     


    

 


(B)          Notice
of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event in the manner provided in Section
5.01(C)(i)(3)(b).


 


(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 sell, lease or otherwise transfer, in one transaction or a series of
transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business
Combination Event”), unless:


 


(i)             the
resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “Successor
Corporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District
of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Business Combination
Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s obligations under this Indenture and the
Notes; and


 


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


 


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


 


Section
6.02.     Successor Corporation Substituted.


 


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


 






    - 61 -


     


    

 



 


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 the Fundamental Change Repurchase Price for, any Note;


 


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


 


(iii)            
the Company’s failure to deliver when required by this Indenture, without curing such failure after its occurrence within
one (1) Business Day with respect to the following clause (x) and three (3) Business Days with respect to the following clause (y) (other
than a notice pursuant to the provisions described above under Section 5.01(C)(i)(3)(a)), (x) a Fundamental Change Notice or (y)
a notice pursuant to Section 5.01(C)(i)(3);


 


(iv)            
a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion
right with respect thereto, if such default is not cured within three (3) Business Days after its occurrence;


 


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


 


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


 


(vii)            a
default by the Company or any of its 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 thirty-five million
dollars ($35,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness
exists as of the Issue Date or is thereafter created, where such default:


 


(1)              
constitutes a failure to pay the principal of or interest on 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)       
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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 7.02.    
Acceleration.


 


(A)            
Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(viii) or 7.01(A)(ix)
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)(viii) or 7.01(A)(ix) with respect to the Company and not solely with respect to a Significant Subsidiary
of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%)
of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount
of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.


 


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


 


Section 7.03.    
Sole Remedy for a Failure to Report.


 


(A)            
Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole
remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from
the Company’s failure to comply with Section 3.02 will, for each of the first one hundred 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)).


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A)
will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues
and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however,
that in no event will Special Interest, together with any Additional Interest that may accrue as a result of the Company’s failure
to timely file any report (other than Form 8-K reports) that it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance
of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject
to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on such Note.


 






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(C)             
Notice of Election. To make the election 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 or furnish to 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 this Indenture
or the Notes.


 


(B)             
Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce
any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event
of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will
be cumulative to the extent permitted by law.


 


Section 7.05.    
Waiver of Past Defaults.


 


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


 






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Section 7.06.    
Control by Majority.


 


Holders of a majority in
aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01, the Trustee determines may be unduly
prejudicial to the rights of other Holders or may involve the Trustee in liability.


 


Section 7.07.    
Limitation on Suits.


 


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


 


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


 


(B)             
Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a written 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 this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will
have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.


 


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


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, the right of each Holder of a Note to bring suit for the enforcement of any payment or
delivery, as applicable, of the principal of, or the redemption price or 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 this Indenture and the Notes, will not be impaired or affected without the consent of such
Holder.


 






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Section 7.09.    
Collection Suit by Trustee.


 


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


 


Section 7.10.    
Trustee May File Proofs of Claim.


 


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


 


Section 7.11.    
Priorities.


 


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


 


First:              to
the Trustee 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.


 






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


 


Section 7.12.    
Undertaking for Costs.


 


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


 


Article
8.         Amendments, Supplements and Waivers


 


Section 8.01.    
Without the Consent of Holders.


 


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


 


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


 


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


 


(C)             
secure the Notes;


 


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


 


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


 


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


 






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(G)            
irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (1) 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 (2) 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 this Indenture, of a successor Trustee;


 


(I)             conform
the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s Preliminary Offering
Memorandum, dated June 14, 2021, as supplemented by the related Pricing Term Sheet, dated June 15, 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 any qualification of this Indenture or any supplemental indenture under the Trust
Indenture Act, as then in effect; or


 


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


 


Section 8.02.    
With the Consent of Holders.


 


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


 


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


 


(ii)                reduce
the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which,
the Notes 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 this Indenture or the Note;


 






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(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 this Indenture or the Notes
that requires the consent of each affected Holder.


 


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


 


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


 


Section 8.03.    
Notice of Amendments, Supplements and Waivers.


 


Promptly 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. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment,
supplement or waiver.


 


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


 


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


 


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


 






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


  


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


 


Section 8.05.    
Notations and Exchanges.


 


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


 


Section 8.06.    
Trustee to Execute Supplemental Indentures.


 


The Trustee will execute
and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that
the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that
adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental indenture,
the Trustee will be entitled to receive, and (subject to Sections 10.01 and 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 this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental
indenture is valid, binding and enforceable against the Company in accordance with its terms.


 


Article
9.         Satisfaction and Discharge


 


Section 9.01.    
Termination of Company’s Obligations.


 


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


 


(A)            
all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, Fundamental Change Repurchase Date, the Maturity Date,
upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 






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(B)             
the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the
Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property
due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);


 


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


 


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


 


provided, however, that Article
10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations
of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such
discharge.


 


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


 


Section 9.02.    
Repayment to Company.


 


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


 


Section 9.03.    
Reinstatement.


 


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


 






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Article
10.       Trustee


 


Section 10.01. Duties
of the Trustee.


 


(A)               If
an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


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


 


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


 


(ii)             
in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions that are provided to the Trustee and conform
to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


 


(C)             
The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that:


 


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


 


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


 


(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; and


 


(iv)            
no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance
of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe
that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.


 


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


  


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


 






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Section 10.02. Rights
of the Trustee.


 


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


 


(B)             
Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, 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 advice of such counsel, or any Opinion
of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance
thereon without liability.


 


(C)             
The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such
agent appointed with due care.


 


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


 


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


 


(F)             
The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless
such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, 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 Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and the Trustee will incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(I)               
The Trustee will not be deemed to have notice of any Default or Event of Default unless written notice of any event that is a
Default or Event of Default is received from the Company or any Holder by a Responsible Officer of the Trustee at the corporate trust
office of the Trustee, and such notice references the Notes and this Indenture;


 


(J)               
The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are
extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture.


 






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


 


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 that same rights and duties as the trustee under this Section 10.03.


 


Section 10.04. Trustee’s
Disclaimer.


 


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


 


Section 10.05. Notice
of Defaults.


 


If a Default or Event of
Default occurs and is continuing of which a Responsible Officer of the Trustee has received written notice, then the Trustee will send
Holders a notice of such Default or Event of Default within ninety (90) days after receipt of such notice; provided, however,
that, except in the case of a Default or Event of Default in the payment of the principal of, or interest on, any Note, or a Default
in the payment or delivery of the Conversion Consideration due 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.


 


Section 10.06. Compensation
and Indemnity.


 


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


 






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(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 this Indenture, including the costs and expenses of enforcing this
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 this
Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. 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 this Indenture.


 


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


 


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


 


Section 10.07. Replacement
of the Trustee.


 


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


 


(B)             
The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The
Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee
and the Company in writing with thirty (30) days prior notice. 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.


 






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


 


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


 


(E)             If
the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder
may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


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


 


Section 10.09.      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 Person, then such Person will
become the successor Trustee without any further act.


 


Section 10.09.      Eligibility;
Disqualification.


 


There will at all times be
a Trustee under this Indenture that is a Person 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), facsimile transmission, electronic transmission or other similar means of unsecured
electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is
as follows:


 






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If to the Company:


 


Cracker Barrel Old Country Store, Inc.


311 Hartmann Drive


Lebanon, Tennessee 37087


Attention: Office of the General Counsel


 


If to the Trustee:


 


U.S. Bank National Association


Global Corporate Trust


333 Commerce Street, Suite 800


Nashville, Tennessee  37201,


Attn: Wally Jones Attention


(Cracker Barrel Senior Notes Due 2026)


 


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


 


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


 


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


 


The Trustee agrees to accept
and act on instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar
unsecured electronic methods, provided that the Trustee has received an incumbency certificate listing persons designated to give
such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate the Trustee
will be entitled to rely as conclusive and up-to-date until such time as it receives an amended certificate containing any additions
thereto or deletions therefrom. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding
of such instructions will be deemed controlling. The Trustee will not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions may conflict
or be inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions and
the risk of interception and misuse by third parties.


 






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Notwithstanding any other
provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication
(including any notice of repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice will be sufficiently given
if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by
electronic mail in accordance with accepted practices at the Depositary. Subject to the requirements of the preceding paragraph, 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 this Indenture or the Notes, whenever any provision of this Indenture requires a party to send notice to another party,
no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities.


 


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


 


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


 


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


 


(B)             
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee that complies with Section 11.03 and
states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied (other than the
initial authentication of Notes under this Indenture).


 






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


 


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


 


(A)            
a statement that the 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 this Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation.
By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for
the issuance of the Notes.


 


Section 11.06. Governing
Law; Waiver of Jury Trial.


 


THIS INDENTURE AND THE NOTES,
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE OR THE NOTES.


 






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Section 11.07. Submission
to Jurisdiction.


 


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


 


Section 11.08. No
Adverse Interpretation of Other Agreements.


 


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


 


Section 11.09. Successors.


 


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


 


Section 11.10. Force
Majeure.


 


In no event will the Trustee
be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused
by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services, it being understood that the Trustee will use reasonable efforts that are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


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


 


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


 


Section 11.12. Calculations.


 


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


 






    - 81 -


     


    

 


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, at the cost and expense of the Company.


 


For the avoidance of doubt,
neither the Trustee nor the Conversion Agent will have any responsibility to make any calculations under this Indenture, nor will the
Trustee or the Conversion Agent be charged with knowledge of or have any duties to monitor the Stock Price or any Observation Period.
The Trustee and the Conversion Agent may rely conclusively on the calculations and information provided to them by the Company as to
the Daily VWAP, the Daily Conversion Values, the Trading Price and the Last Reported Sale Price.


 


Section 11.13. Severability.


 


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


 


Section 11.14. Counterparts.


 


The parties may sign any
number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery
of an executed counterpart of this 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 this Indenture have been inserted for convenience of reference only, are not to be considered
a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.


 


Section 11.16. Withholding
Taxes.


 


Each Holder or Beneficial
Owner of Notes agrees that, in the event that it is deemed to have received a distribution that is subject to U.S. federal income tax
as a result of an adjustment or the non-occurrence of an adjustment to the Conversion Rate, any resulting withholding taxes (including
backup withholding) may be withheld from interest and payments upon conversion, redemption, repurchase, redemption, or maturity of the
Notes. In addition, each Holder of a Note agrees that if any withholding taxes (including backup withholding) are paid on behalf of such
Holder or Beneficial Owner of Notes, then those withholding taxes may be withheld from or set off against subsequent payments of cash
or the delivery of other Conversion Consideration, if any, in respect of the Notes (or, in some circumstances, any payments on the Common
Stock) or sales proceeds received by, or other funds or assets of, such Holder or Beneficial Owner.


 






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Section 11.17. Foreign
Account Tax Compliance Act (FATCA).


 


In order to comply with applicable
tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect
from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent, holder
or other institution is or has agreed to be subject to related to the Indenture, the Company agrees (A) to provide to the Trustee upon
reasonable written request by the Trustee sufficient information about Holders or other applicable parties and/or transactions (including
any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable
Tax Law; and (B) that the Trustee will be entitled to make any withholding or deduction from payments under the Indenture to the extent
necessary to comply with Applicable Tax Law for which the Trustee will not have any liability, absent gross negligence or willful misconduct
on its part. The obligations imposed on the Company under this paragraph are limited to the extent that (x) the Company has the relevant
information in its possession or control, or is reasonably obtainable by the Company; and (y) the provision of such information to the
Trustee will not result in any breach of this Indenture or the Notes or violate any applicable law. The terms of this section will survive
the termination of this Indenture.


 


Section
11.18. Electronic Execution of Documents.


 


The words “execution,” “execute,”
 “signed,” “signature” and words of like import in this Indenture or any document to be signed in connection with
this Indenture and the transactions contemplated hereby will be deemed to include manual signatures that are scanned, photocopied or
faxed or other electronic signatures created on an electronic platform (such as DocuSign) or digital signature (such as Adobe Sign).
Such signatures, and contract formations on electronic platforms, and the keeping of records in electronic form, will be of the same
legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, in each
case to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions
Act. The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications,
including the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.


 


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


 






    - 83 -


     


    

 





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


 


	 	Cracker
                                            Barrel Old Country Store, Inc.



 


		By:	/s/ P. Douglas
                                            Couvillion
		 	Name:	P. Douglas Couvillion
		 	Title:	Senior Vice President and Interim Chief Financial Officer



 


	 	U.S.
                                            Bank National Association



 


		By:	/s/ Wally Jones
		 	Name:	Wally Jones
		 	Title:	Vice President



 


[Signature Page to Indenture]


 






     


     


    

 



 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


CRACKER BARREL OLD COUNTRY STORE, INC.


 


0.625% Convertible Senior Note due 2026


 


	CUSIP No.:	 	22410J AA4*	 	 	Certificate No.	 	1
	ISIN No.:	 	US22410JAA43*	 	 	 	 	 




 


Cracker Barrel Old Country
Store, Inc., a Tennessee corporation, for value received, promises to pay to Cede & Co., or its registered assigns, the principal
sum of ($300,000,000) (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 December 15, 2021.	 
	 	 	 	 
	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]


_______________________________





* This Note will be deemed to be identified by
CUSIP No. 22410J AA4 and ISIN No. US22410JAA43 from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned
Indenture, written notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.


† Insert bracketed language for Global
Notes only.


 






    A-1


     


    

 


IN WITNESS WHEREOF,
Cracker Barrel Old Country Store, Inc. has caused this instrument to be duly executed as of the date set forth below.


 


	 	 	Cracker Barrel Old Country
    Store, Inc.
	 	 	 
	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


     


    

 


Cracker Barrel Old Country Store, Inc.


 


0.625% Convertible Senior Note due 2026


 


This Note is one of a duly
authorized issue of notes of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), designated
as its 0.625% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture,
dated as of June 18, 2021 (as the same may be amended from time to time, the “Indenture”), between the Company and
U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used in this Note without definition
have the respective meanings ascribed to them in the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


* * *


 


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


 


Cracker Barrel Old Country Store, Inc.


311 Hartmann Drive


Lebanon, Tennessee 37087


Attention: Office of the General Counsel


 






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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE:
$300,000,000


 


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


 


	Date	 	Amount of Increase

(Decrease) in 

Principal Amount of this

Global Note	 	Principal Amount
of

this Global Note 

After Such Increase

(Decrease)	 	Signature of


Authorized

Signatory of Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 


__________________________


* Insert for Global Notes only.


 






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CONVERSION NOTICE


 


Cracker Barrel Old Country Store, Inc.


 


0.625% Convertible Senior Notes due 2026


 


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


 


		 ̈	the
                                            entire principal amount of



 


		 ̈	$                     *
                                            aggregate principal amount of



 


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


 


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


 


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




_______________________________


* Must be an Authorized Denomination.


 






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FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


Cracker Barrel Old Country Store, Inc.


 


0.625% 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.


 






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ASSIGNMENT FORM


 


Cracker Barrel Old Country Store, Inc.


 


0.625% Convertible Senior Notes due 2026


 


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


 


	Name:		 



 


	Address:		 



 


Social security
or


tax identification


	number:		 



 


the within Note and all rights thereunder irrevocably
appoints:


 


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


 





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


 






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TRANSFEROR ACKNOWLEDGEMENT


 


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


 


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



 


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



 


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



 


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



 


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




 






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EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


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


 


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



 


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



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


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



 


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



 


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



 


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



 


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


_____________________________


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


 






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EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


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


 


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


 


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


 






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EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY, OR ANY PERSON OR ENTITY THAT WAS AN AFFILIATE (AS DEFINED UNDER RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY WITHIN THE THREE MONTHS IMMEDIATELY PRECEDING, MAY PURCHASE OR OTHERWISE ACQUIRE THIS
NOTE OR ANY BENEFICIAL INTEREST HEREIN.


 






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