Exhibit 4.2


 


	 


THE KEYW HOLDING CORPORATION


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of July 21, 2014


 


to Indenture for Senior Debt Securities


 


Dated as of July 21, 2014


 


2.50% Convertible Senior Notes due 2019


 


	  




    	 



    	 



    

 


TABLE OF CONTENTS


 






 


	 	 	Page
	 	 	 
	Article
    1
	Definitions
	 	 	 
	Section 1.01.	 Definitions	  2
	Section 1.02.	 References to Interest	12
	 	 	 
	Article
    2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section 2.01.	 Scope of Supplemental Indenture	13
	Section 2.02.	 Designation and Amount	13
	Section 2.03.	 Form of Notes	13
	Section 2.04.	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.05.	 Execution, Authentication and Delivery of Notes	16
	Section 2.06.	 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.07.	 Cancellation of Notes Paid, Converted, Etc	18
	Section 2.08.	 CUSIP Numbers	18
	 	 	 
	Article
    3
	Satisfaction and Discharge
	 	 	 
	Section 3.01.	 Applicability of Article 11 of the Base Indenture.	18
	Section 3.02.	 Satisfaction and Discharge	19
	 	 	 
	Article
    4
	Particular Covenants of the Company
	 	 	 
	Section 4.01.	 Payment of Principal and Interest	19
	Section 4.02.	 Paying Agent and Conversion Agent	19
	Section 4.03.	 Provisions as to Paying Agent	20
	Section 4.04.	 Existence	21
	Section 4.05.	 Reports	21
	Section 4.06.	 Stay, Extension and Usury Laws	21
	Section 4.07.	 Compliance Certificate; Statements as to Defaults	22
	Section 4.08.	 Further Instruments and Acts	22


 




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	Article
    5
	[Intentionally Omitted]
	 	 	 
	Article
    6
	Defaults and Remedies
	 	 	 
	Section 6.01.	 Applicability of Article 6 of the Base Indenture	22
	Section 6.02.	 Events of Default	22
	Section 6.03.	 Acceleration; Rescission and Annulment	24
	Section 6.04.	 Additional Interest	25
	Section 6.05.	 Payments of Notes on Default; Suit Therefor	25
	Section 6.06.	 Application of Monies Collected by Trustee	27
	Section 6.07.	 Proceedings by Holders	28
	Section 6.08.	 Proceedings by Trustee	28
	Section 6.09.	 Remedies Cumulative and Continuing	29
	Section 6.10.	 Direction of Proceedings and Waiver of Defaults by Majority of Holders	29
	Section 6.11.	 Notice of Defaults	30
	Section 6.12.	 Undertaking to Pay Costs	30
	 	 	 
	Article
    7
	[Intentionally Omitted]
	 	 	 
	Article
    8
	[Intentionally Omitted]
	 	 	 
	Article
    9
	Holders’ Meetings
	 	 	 
	Section 9.01.	 Purpose of Meetings	31
	Section 9.02.	 Call of Meetings by Trustee	31
	Section 9.03.	 Call of Meetings by Company or Holders	31
	Section 9.04.	 Qualifications for Voting	32
	Section 9.05.	 Regulations	32
	Section 9.06.	 Voting	32
	Section 9.07.	 No Delay of Rights by Meeting	33
	 	 	 
	Article
    10
	Supplemental Indentures 
	 	 	 
	Section 10.01.	 Applicability of Article 9 of the Base Indenture.	33
	Section 10.02.	 Supplemental Indentures Without Consent of Holders	33
	Section 10.03.	 Supplemental Indentures with Consent of Holders	34
	Section 10.04.	 Effect of Supplemental Indentures	35
	Section 10.05.	 Notation on Notes	35


 




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	Section 10.06.	 Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	35
	 	 	 
	Article
    11
	Consolidation, Merger, Sale, Conveyance and Lease
	 	 	 
	Section 11.01.	 Applicability of Article 10 and Section 4.05 of the Base Indenture.	36
	Section 11.02.	 Company May Consolidate, Etc. on Certain Terms	36
	Section 11.03.	 Successor Company to Be Substituted	36
	Section 11.04.	 Opinion of Counsel to Be Given to Trustee	37
	 	 	 
	Article
    12
	[Intentionally Omitted]
	 	 	 
	Article
    13
	[Intentionally Omitted]
	 
	Article
    14
	Conversion of Notes
	 	 	 
	Section 14.01.	 Conversion Privilege	37
	Section 14.02.	 Conversion Procedure; Settlement Upon Conversion.	41
	Section 14.03.	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or the Hexis Spin-Off	45
	Section 14.04.	 Adjustment of Conversion Rate	47
	Section 14.05.	 Adjustments of Prices	57
	Section 14.06.	 Shares to Be Fully Paid	57
	Section 14.07.	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	57
	Section 14.08.	 Certain Covenants	59
	Section 14.09.	 Responsibility of Trustee	60
	Section 14.10.	 Notice to Holders Prior to Certain Actions	60
	Section 14.11.	 Stockholder Rights Plans	61
	 	 	 
	Article
    15
	Repurchase of Notes at Option of Holders
	 	 	 
	Section 15.01.	 Intentionally Omitted.	61
	Section 15.02.	 Repurchase at Option of Holders Upon a Fundamental Change	61
	Section 15.03.	 Withdrawal of Fundamental Change Repurchase Notice	64
	Section 15.04.	 Deposit of Fundamental Change Repurchase Price	64
	Section 15.05.	 Covenant to Comply with Applicable Laws Upon Repurchase of Notes	65


 




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	Article
    16
	No Redemption
	 	 	 
	Section 16.01.	 Applicability of Article 3 of the Base Indenture.	65
	Section 16.02.	 No Redemption	66
	 	 	 
	Article
    17
	Miscellaneous Provisions
	 	 	 
	Section 17.01.	 Investments	66
	Section 17.02.	 Provisions Binding on Company’s Successors	66
	Section 17.03.	 Official Acts by Successor Company	66
	Section 17.04.	 Governing Law; Jurisdiction	66
	Section 17.05.	 Legal Holidays	67
	Section 17.06.	 No Security Interest Created	67
	Section 17.07.	 Benefits of Indenture	67
	Section 17.08.	 Table of Contents, Headings, Etc	67
	Section 17.09.	 Execution in Counterparts	67
	Section 17.10.	 Separability	67
	Section 17.11.	 Waiver of Jury Trial	67
	Section 17.12.	 Force Majeure	68
	Section 17.14.	 USA PATRIOT Act	68
	Section 17.15.	 Miscellaneous Amendments Under Base Indenture; Ratification of Base Indenture.	68


 


EXHIBIT


	Exhibit A	Form of Note	A-1


 




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FIRST SUPPLEMENTAL INDENTURE dated as of
July 21, 2014 (this “Supplemental Indenture”) between THE KEYW HOLDING CORPORATION, a Maryland corporation,
as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION,
a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01), supplementing
the Indenture for Senior Debt Securities dated as of July 21, 2014 between the Company and the Trustee (the “Base Indenture”
and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented
from time to time with respect to the Notes, the “Indenture”).


 


WITNESSETH:


 


WHEREAS, the Company executed and delivered
the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s Securities,
in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and
delivered as provided in, the Base Indenture;


 


WHEREAS, Sections 2.01 and 2.02 of the Base
Indenture provide for the Company to issue Securities thereunder in the form and on the terms set forth in one or more Board Resolutions
and Officers’ Certificates or indentures supplemental thereto;


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of a single series of Securities designated as its 2.50% Convertible Senior Notes
due 2019 (the “Notes” and each $1,000 principal amount thereof, unless the context otherwise requires, a “Note”),
initially in an aggregate principal amount not to exceed $130,000,000 (as increased by an amount equal to the aggregate principal
amount of any additional Notes purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth
in the Underwriting Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Supplemental Indenture;


 


WHEREAS, the Form of Note, the certificate
of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice
and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided;


 


WHEREAS, the conditions set forth in the
Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and


 


WHEREAS, all acts and things necessary to
make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized Authenticating
Agent, as in this Supplemental Indenture provided, the valid, binding and legal obligations of the Company, and this Supplemental
Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Supplemental Indenture
and the issuance hereunder of the Notes have in all respects been duly authorized.


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:


 




    	 



    	 



    

 


That in order to declare the terms and conditions
upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase
and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:


 


Article
1

Definitions


 


Section 1.01. Definitions. For all
purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)          the
terms defined in this ‎Article 1 shall have the respective meanings assigned to them in this ‎Article 1 and include the
plural as well as the singular and, to the extent applicable, supersede the definitions thereof in the Base Indenture;


 


(b)          all
words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the
Base Indenture; and


 


(c)          the
words “herein,” “hereof” and “hereunder” and other words of similar import (i) when used
with regard to any specified Article, Section or sub-division, refer to such Article, Section or sub-division of this Supplemental
Indenture and (ii) otherwise, refer to the Indenture as a whole and not to any particular Article, Section or other subdivision.


 


“Additional Interest”
means all amounts, if any, payable pursuant to ‎Section 6.04.


 


“Additional Shares” shall
have the meaning specified in ‎Section 14.03(a).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Base Indenture” has
the meaning specified in the first paragraph of this Supplemental Indenture.


 


“Bid Solicitation Agent”
means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with
‎Section 14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent.


 


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


 




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“Capital Stock” means,
for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that entity.


 


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


 


“Clause A Distribution”
shall have the meaning specified in ‎Section 14.04(c).


 


“Clause B Distribution”
shall have the meaning specified in ‎Section 14.04(c).


 


“Clause C Distribution”
shall have the meaning specified in ‎Section 14.04(c).


 


“close of business” means
5:00 p.m. (New York City time).


 


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


 


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


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, at the date of this Supplemental Indenture, subject to ‎Section
14.07.


 


“Company” shall have
the meaning specified in the first paragraph of this Supplemental Indenture, and subject to the provisions of ‎Article 11
hereof, shall include its successors and assigns.


 


“Company Order” means
a written order of the Company, signed by (a) the Company’s Chief Executive Officer, Chief Financial Officer, President,
Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added
before or after the title “Vice President”) and (b) any such other Officer designated in clause (a) of this definition
or the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.


 


“Continuing Director”
means a director who either was a member of the Board of Directors on July 16, 2014 or who becomes a member of the Board of Directors
subsequent to that date and whose election, appointment or nomination for election by the stockholders of the Company is duly approved
by a majority of the Continuing Directors on the Board of Directors at the time of such approval, either by a specific vote or
by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors in which such individual is
named as nominee for director. Solely for purposes of this definition, the phrase “or any duly authorized committee of such
Board” of the definition of Board of Directors in the Base Indenture shall be disregarded.


 


“Conversion Agent” shall
have the meaning specified in ‎Section 4.02.


 




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“Conversion Date” shall
have the meaning specified in ‎Section 14.02(c).


 


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


 


“Conversion Price” means
as of any date, $1,000, divided by the Conversion Rate as of such date.


 


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


 


“Corporate Event” shall
have the meaning specified in ‎Section 14.01(b)(iii).


 


“Custodian” means, as
used in this Supplemental Indenture, the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes,
or any successor entity thereto.


 


“Daily Conversion Value”
means, for each of the 60 consecutive Trading Days during the Observation Period, one-sixtieth (1/60th) of the product of (a) the
Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 60.


 


“Daily Settlement Amount,”
for each of the 60 consecutive Trading Days during the Observation Period, shall consist of:


 


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


 


(b)          if
the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to
(i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for
such Trading Day.


 


“Daily VWAP” means, for
each of the 60 consecutive Trading Days during the relevant Observation Period and for each Trading Day in the Hexis IPO Valuation
Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page
“KEYW <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from
the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such
volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined,
using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose
by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading
outside of the regular trading session trading hours.


 


“Defaulted Amounts” means
any amounts on any Note (including, without limitation, the Fundamental Change Repurchase Price, principal and interest) that are
payable but are not punctually paid or duly provided for.


 




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“Depositary” means, with
respect to each Global Note and notwithstanding anything to the contrary
in the Base Indenture, the Person specified in ‎Section 2.06(b) as the Depositary with respect to such Notes, until
a successor shall have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary”
shall mean or include such successor.


 


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


 


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


 


“Event of Default” shall
have the meaning specified in ‎Section 6.02, notwithstanding anything
to the contrary in the Base Indenture.


 


“Ex-Dividend Date” means
the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of
Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


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


 


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


 


“Form of Note” means
the “Form of Note” attached hereto as Exhibit A.


 


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


 


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


 


(a)          except
as described in clause (b) below, a “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than the Company, its Wholly-Owned Subsidiaries and the employee benefit plans of the Company and its Wholly-Owned Subsidiaries,
has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s
Common Equity representing more than 50% of the voting power of the Company’s Common Equity;


 




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(b)          the
consummation of (1) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (2) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted
into cash, securities or other property or assets; or (3) any sale, lease or other transfer in one transaction or a series of transactions
of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other
than one of the Company’s Wholly-Owned Subsidiaries; provided, however, that a transaction described in clause (2)
in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or
indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent
thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction
shall not be a Fundamental Change pursuant to this clause (b);


 


(c)          Continuing
Directors cease to constitute at least a majority of the Board of Directors;


 


(d)          the
stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or


 


(e)          the
Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors);


 


provided, however, that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be
received by the common stockholders of the Company, excluding cash payments for fractional shares, in connection with such transaction
or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ
Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued
or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes
become convertible into such consideration, excluding cash payments for fractional shares (subject to the provisions of ‎Section
14.02(a)). Solely for purposes of clause (c) above, the words “or any duly authorized committee of such Board” in the
definition of “Board of Directors” in the Base Indenture shall be disregarded.


 


“Fundamental Change Company Notice”
shall have the meaning specified in ‎Section 15.02(c).


 


“Fundamental Change Repurchase
Date” shall have the meaning specified in ‎Section 15.02(a).


 


“Fundamental Change Repurchase
Notice” shall have the meaning specified in ‎Section 15.02(b)(i).


 




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“Fundamental Change Repurchase
Price” shall have the meaning specified in ‎Section 15.02(a).


 


“Global Note” means a
Note in the form of a Global Security.


 


“Hexis” means Hexis Cyber
Solutions, Inc. (or any successor Subsidiary of the Company thereof).


 


“Hexis Daily VWAP” means,
for each Trading Day in the Hexis IPO Valuation Period, the per share volume-weighted average price as displayed under the heading
“Bloomberg VWAP” on the Bloomberg page for Hexis common stock (or its equivalent successor if such page is not available)
in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session
on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Hexis common stock
on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking
firm retained for this purpose by the Company). The “Hexis Daily VWAP” shall be determined without regard to
after-hours trading or any other trading outside of the regular trading session trading hours.


 


“Hexis IPO” shall have
the meaning specified in ‎Section 14.04(d).


 


“Hexis IPO Valuation Period”
shall have the meaning specified in ‎Section 14.04(d).


 


“Hexis Spin-Off” shall
have the meaning specified in ‎Section 14.01(b)(v).


 


“Hexis Spin-Off Conversion Period”
shall have the meaning specified in ‎Section 14.01(b)(v).


 


“Hexis Spin-Off Final Conversion
Date” shall have the meaning specified in ‎Section 14.01(b)(v).


 


“Holder,” as applied
to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at
the time a particular Note is registered on the Security Register.


 


“Indenture” has the meaning
specified in the first paragraph of this Supplemental Indenture.


 


“Interest Payment Date”
means each January 15 and July 15 of each year, beginning on January 15, 2015.


 


“Last Reported Sale Price”
of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common
Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant
date, the “Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the
over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock
is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask
prices per share for the Common Stock on the relevant date received from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


 




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“Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any
exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).


 


“Market Disruption Event”
means, for the purposes of determining amounts due upon conversion, (a) a failure by the primary U.S. national or regional securities
exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session
or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for
more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading
(by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or
in any options contracts or futures contracts relating to the Common Stock; provided that for purposes of determining the
increase to the Conversion Rate pursuant to ‎Section 14.04(d) only, “Market Disruption Event” means (i)
a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock or the Hexis common
stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock or the Hexis common stock for more than
one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or the Hexis
common stock, as the case may be, or in any options contracts or futures contracts relating to the Common Stock or the Hexis common
stock, as the case may be.


 


“Maturity Date” means
July 15, 2019.


 


“Measurement Period”
shall have the meaning specified in ‎Section 14.01(b)(i).


 


“Note” or “Notes”
shall have the meaning specified in the third paragraph of the recitals of this Supplemental Indenture.


 


“Notice of Conversion”
shall have the meaning specified in ‎Section 14.02(b).


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior
to January 15, 2019, the 60 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding
such Conversion Date; (ii) if the relevant Conversion Date occurs during the Hexis Spin-Off Conversion Period, the 60 consecutive
Trading Days beginning on, and including, the Trading Day immediately succeeding the Hexis Spin-Off Final Conversion Date; and
(iii) subject to clause (ii), if the relevant Conversion Date occurs on or after January 15, 2019, the 60 consecutive Trading Days
beginning on, and including, the 62nd Scheduled Trading Day immediately preceding the Maturity Date.


 




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“Officers’ Certificate,”
when used with respect to the Company, shall have the meaning assigned to it in the Base Indenture. One of the Officers giving
an Officers’ Certificate pursuant to ‎Section 4.07 hereof shall be the principal executive, financial or accounting officer
of the Company.


 


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


 


“Outstanding” means,
with respect to any Note, that such Note is considered “Outstanding” under the definition thereof in the Base Indenture;
provided that all references to “Government Obligations” in such definition shall be disregarded with respect
to the Notes; and provided, further, that the following Notes shall be deemed to not be “Outstanding”:


 


(a)          Notes
that have been paid pursuant to Section 2.07 of the Base Indenture
unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course;


 


(b)          Notes
converted pursuant to ‎Article 14 and required to be cancelled pursuant
to ‎Section 2.07 of this Supplemental Indenture;


 


(c)          Notes
repurchased by the Company pursuant to the penultimate sentence of ‎Section 2.09; and


 


(d)          Notes
repurchased by the Company pursuant to ‎Article 15.


 


“Paying Agent” shall
have the meaning specified in ‎Section 4.02.


 


“Physical Notes” means
permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal amount and multiples of $1,000
in excess thereof.


 


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


 


“Predecessor Note” of
any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular
Note; and, for the purposes of this definition, any Note authenticated and delivered under Section
2.07 of the Base Indenture in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.


 


“Prospectus Supplement”
means the preliminary prospectus supplement dated July 15, 2014, as supplemented by the related pricing term sheet dated July 16,
2014, in each case, relating to the offering and sale of the Notes.


 


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


 




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


 


“Regular Record Date”
or “regular record date,” with respect to any Interest Payment Date, shall mean the January 1 or July 1 (whether
or not such day is a Business Day) immediately preceding the applicable January 15 or July 15 Interest Payment Date, respectively.


 


“Reporting Obligations”
shall have the meaning specified in ‎Section 6.04.


 


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


 


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


 


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


 


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


 


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


 


“Share Exchange Event”
shall have the meaning specified in ‎Section 14.07(a).


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of
Regulation S-X under the Exchange Act.


 


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


 


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


 


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


 


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


 




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“Successor Company” shall
have the meaning specified in ‎Section 11.02(a).


 


“Supplemental Indenture”
has the meaning specified in the first paragraph of this Supplemental Indenture.


 


“Trading Day” means a
day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs
on The NASDAQ Global Select Market or, if the Common Stock (or such other security) is not then listed on The NASDAQ Global Select
Market, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security)
is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional securities exchange,
on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price
for the Common Stock (or closing sale price for such other security) is available on such securities exchange or market; provided
that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business
Day; provided, further, that for purposes of determining amounts due upon conversion only, “Trading Day”
means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally occurs on The NASDAQ
Global Select Market or, if the Common Stock is not then listed on The NASDAQ Global Select Market, on the principal other U.S.
national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on
a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted
for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a
Business Day; and provided, further, that for purposes of determining the increase to the Conversion Rate pursuant to ‎Section
14.04(d) only, “Trading Day” means a day on which (i) there is no Market Disruption Event, (ii) trading in the
Common Stock generally occurs on The NASDAQ Global Select Market or, if the Common Stock is not then listed on The NASDAQ Global
Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or,
if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which
the Common Stock is then listed or admitted for trading and (iii) trading in Hexis common stock generally occurs on the principal
U.S. national or regional securities exchange on which Hexis common stock is then listed or, if Hexis common stock is not then
listed on a U.S. national or regional securities exchange, on the principal other market on which Hexis common stock is then listed
or admitted for trading, except that if either the Common Stock or the Hexis common stock is not so listed or admitted for trading,
“Trading Day” means a Business Day.


 


“Trading Price” per $1,000
principal amount of the Notes on any date of determination means the average of the secondary market bid quotations obtained by
the Bid Solicitation Agent for $2,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers the Company selects for this purpose; provided that
if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average
of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid
shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes
from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of
Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common
Stock and the Conversion Rate.


 




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“Trigger Event” shall
have the meaning specified in ‎Section 14.04(c).


 


“Trust Indenture Act”
means, notwithstanding anything in the Base Indenture to the contrary, the Trust Indenture Act of 1939, as amended, as it was in
force at the date of execution of this Supplemental Indenture; provided, however, that in the event the Trust Indenture
Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the extent required by
such amendment, the Trust Indenture Act of 1939, as so amended.


 


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


 


“Underwriters” means
RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc.


 


“Underwriting Agreement”
means that certain Underwriting Agreement, dated as of July 16, 2014, among the Company and the Underwriters.


 


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


 


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


 


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


 


Section 1.02. References to Interest.
Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in the Indenture shall be deemed
to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to ‎Section 6.04.
Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed
as excluding Additional Interest in those provisions hereof where such express mention is not made.


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01. Scope of Supplemental Indenture.
This Supplemental Indenture amends and supplements the provisions of the Base Indenture, to which provisions reference is hereby
made. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable
only with respect to, and shall only govern the terms of, the Notes, which may be issued from time to time in accordance herewith,
and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental indenture with respect
to such other Securities specifically incorporates such changes, modifications and supplements. For all purposes under the Base
Indenture, the Notes shall constitute a single series of Securities, and with regard to any matter requiring the consent under
the Base Indenture of Securityholders of multiple series of Securities voting together as a single class, the consent of Holders
of the Notes voting as a separate class shall also be required and the same threshold shall apply. The provisions of this Supplemental
Indenture shall supersede, with respect to the Notes, any conflicting provisions in the Base Indenture.


 




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Section 2.02. Designation and Amount.
The Notes are hereby created and authorized as a single series of Securities under the Base Indenture. The Notes shall be designated
as the “2.50% Convertible Senior Notes due 2019.” The aggregate principal amount of Notes that may be authenticated
and delivered under the Indenture is initially limited to $130,000,000 (as increased by an amount equal to the aggregate principal
amount of any additional Notes purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth
in the Underwriting Agreement), subject to ‎Section 2.09 and except for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of other Notes pursuant to ‎Section 10.05, ‎Section 14.02 or ‎Section
15.04 hereof or Section 2.05, Section 2.06 or Section 2.07 of the Base
Indenture.


 


Section 2.03. Form of Notes. The
Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and
made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Any Global Note may be endorsed with or
have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of the Indenture
as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may
be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Notes are subject.


 


Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform
to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


Each Global Note shall represent such principal
amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal
amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented
thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges
permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding
Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon
instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal (including the Fundamental
Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such
Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided
for herein.


 




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Section 2.04. Date and Denomination of
Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in minimum
denominations of $1,000 principal amount and multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication
and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the
basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day
month. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment
of public and private debts. The first paragraph of Section 2.03 of the Base Indenture shall, with respect to the Notes, be superseded
in its entirety by this ‎Section 2.04(a), and any reference in the Base Indenture to such paragraph of Section 2.03 shall,
with respect to the Notes, be deemed to refer instead to this ‎Section 2.04(a).


 


(b)          The
Person in whose name any Note (or its Predecessor Note) is registered on the Security Register at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest
Payment Date. Principal on any Physical Note shall be payable at the office or agency of the Company maintained by the Company
for such purposes in the contiguous United States of America, which shall initially be the Corporate Trust Office. Principal on
any Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee,
in accordance with the procedures of the Depositary. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any
Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $2,000,000 or less, by check mailed
to the Holders of these Notes at their address as it appears in the Security Register and (B) to Holders holding Physical Notes
having an aggregate principal amount of more than $2,000,000, either by check mailed to each such Holder or, upon written application
by such a Holder to the Security Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available
funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies,
in writing, the Security Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to
the account of the Depositary or its nominee, in accordance with the procedures of the Depositary. The second paragraph of Section
2.03 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this ‎Section 2.04(b), and any
reference in the Base Indenture to such paragraph of Section 2.03 shall, with respect to the Notes, be deemed to refer instead
to this ‎Section 2.04(b).


 


(c)          Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per
annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from,
and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the
Company, at its election in each case, as provided in clause (i) or (ii) below:


 




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(i)          The
Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed
to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee
of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a
special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the Security Register, not less than 10 days prior
to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having
been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause
(ii) of this ‎Section 2.04‎(c).


 


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


 


The third paragraph of Section 2.03 of the
Base Indenture shall be superseded in its entirety by this ‎Section 2.04‎(c),
and any reference in the Base Indenture to such paragraph of Section 2.03 of the Base Indenture shall be deemed to refer instead
to this ‎Section 2.04‎(c).


 


Section 2.05. Execution, Authentication
and Delivery of Notes. Notwithstanding anything in the Base Indenture to the contrary, only such Notes as shall bear thereon
a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed
manually by an authorized officer of the Trustee (or an Authenticating Agent appointed by the Trustee as provided by Section
2.10 of the Base Indenture), shall be entitled to the benefits of the Indenture or be valid or obligatory for any purpose.
Such certificate by the Trustee (or such an Authenticating Agent) upon any Note executed by the Company shall be conclusive evidence
that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits
of the Indenture.


 




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Section 2.06. Exchange and Registration
of Transfer of Notes; Restrictions on Transfer; Depositary. (a) Notwithstanding anything in the Base Indenture to the contrary,
none of the Company, the Trustee or the Security Registrar shall be required to exchange or register a transfer of (i) any Notes
surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion;
or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15.


 


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


 


(b)          So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
second paragraph of ‎Section 2.06(c) all Notes shall be represented by one or more Global Notes registered in the name of the
Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve
the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with
the Indenture and the procedures of the Depositary therefor.


 


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


 


At such time as all interests in a Global
Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the
Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time
prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased
or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of
such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing
between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be
made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.


 


None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 




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(c)          Section
2.11(c) of the Base Indenture shall be superseded by this ‎Section 2.06(c), and any reference in the Base Indenture to Section
2.11(c) thereof shall be deemed to refer instead to this ‎Section 2.06(c).


 


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


 


Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this ‎Section 2.06(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii)
of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication,
the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.


 


(d)          Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
(or any Person who was an Affiliate of the Company at any time during the three months preceding) may not be resold by such Affiliate
(or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being
a “restricted security” (as defined under Rule 144 under the Securities Act). The Company shall cause any Note that
is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.07.


 


Section 2.07. Cancellation of Notes Paid,
Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment, repurchase, registration of transfer
or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries
or Affiliates), to be surrendered to the Trustee for cancellation pursuant to Section 2.08 of the Base Indenture and such Notes
shall no longer be considered “Outstanding” upon their cancellation. All Notes delivered to the Trustee shall be canceled
promptly by it, and except for Notes surrendered for registration of transfer or exchange, no Notes shall be authenticated in exchange
thereof except as expressly permitted by any of the provisions of the Indenture.


 




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Section 2.08. CUSIP Numbers. The
Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice
and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify
the Trustee in writing of any change in the “CUSIP” numbers.


 


Section 2.09. Additional Notes; Repurchases.
The Company may, without the consent of the Holders and notwithstanding ‎Section 2.02, reopen the Indenture and issue additional
Notes under the Indenture with the same terms as the Notes initially issued hereunder (other than differences in the issue price
and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and
federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional
Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such
Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section
13.07 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted
by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open
market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through
counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so
repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee
for cancellation in accordance with ‎Section 2.07.


 


Article
3

Satisfaction and Discharge


 


Section 3.01. Applicability of
Article 11 of the Base Indenture.


 


(a)          Section
11.01 and Section 11.02 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in this ‎Article
3 shall, with respect to the Notes, supersede in their entirety Section 11.01 and Section 11.02 of the Base Indenture, and all
references in the Base Indenture to Section 11.01 or Section 11.02
thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this ‎Article
3 or the applicable provisions set forth in this ‎Article 3, respectively.


 


(b)          All
references to “Government Obligations” in Section 11.03, Section 11.04 and Section 11.05 of the Base Indenture shall
be disregarded with respect to the Notes.


 




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Section 3.02. Satisfaction and Discharge.
The Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and
the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction
and discharge of the Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section
2.07 of the Base Indenture) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with
the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date,
any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof,
as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the Outstanding Notes and
all other sums due and payable under the Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of the Indenture have been complied with. Notwithstanding the satisfaction and discharge of the Indenture, the obligations
of the Company to the Trustee under Section 7.06 of the Base Indenture
shall survive.


 


Article
4

Particular Covenants of the Company


 


Section 4.01. Payment of Principal and
Interest. This ‎Section 4.01 shall supersede Section 4.01
of the Base Indenture and all references in the Base Indenture to Section
4.01 thereof shall be deemed, for the purposes of the Notes, to be references to this ‎Section 4.01. The Company covenants
and agrees that it will cause to be paid the principal (including the Fundamental Change Repurchase Price, if applicable) of, and
accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and
in the Notes.


 


Section 4.02. Paying Agent and Conversion
Agent. The office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase (“Paying Agent”) and Security Registrar for the Notes shall be located in the contiguous
United States of America. The Company will also maintain in the contiguous United States of America an office or agency where the
Notes may be surrendered for conversion (“Conversion Agent”) and where notices and demands to or upon the Company
in respect of the Notes and the Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such offices or agencies. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the contiguous United States of America.


 


The Company may also from time to time designate
as co-Security Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in the contiguous United States of America
for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion
Agent” include any such additional or other offices or agencies, as applicable.


 




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The Company hereby initially designates
the Trustee as the Paying Agent, Security Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office
or agency in the contiguous United States of America where Notes may be surrendered for registration of transfer or exchange or
for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of
the Notes and the Indenture may be served.


 


Section 4.03. Provisions as to Paying
Agent. (a) Section 4.03(a)(3) of the Base Indenture is hereby amended with respect to the Notes by replacing such Section 4.03(a)(3)
in its entirety with the following: “that at any time during the continuance of an Event of Default, upon request of the
Trustee, it will forthwith pay to the Trustee all sums so held in trust; and”.


 


Notwithstanding anything in the Base Indenture
to the contrary, the Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price,
if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal
(including the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit
is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.


 


(b)          Notwithstanding
anything in the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due
date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on,
the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal
(including the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly
notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal
(including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same
shall become due and payable.


 


(c)          Notwithstanding
anything in the Base Indenture to the contrary, any money and shares of Common Stock deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable)
of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years
after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion
has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Company shall, at its sole expense, cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York,
notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining
will be repaid or delivered to the Company.


 




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Section 4.04. Existence. Subject
to ‎Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence.


 


Section 4.05. Reports. The Company
shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving
effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company files
with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be filed with the Trustee
for purposes of this ‎Section 4.05 at the time such documents are filed via the EDGAR system (or any successor thereto), it
being understood that the Trustee shall have no responsibility to determine if such filings have been made.
Section 5.03 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this ‎Section
4.05, and any reference in the Base Indenture to such Section 5.03 shall,
with respect to the Notes, be deemed to refer instead to this ‎Section 4.05.


 


Section 4.06. Stay, Extension and Usury
Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit
or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture; and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.


 


Section 4.07. Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on December 31, 2014) an Officers’ Certificate stating whether the signers
thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed
under the Indenture and, if so, specifying each such failure and the nature thereof.


 


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


 


Section 13.12 of the Base Indenture shall,
with respect to the Notes, be superseded in its entirety by this ‎Section 4.07, and any reference in the Base Indenture to
such Section 13.12 shall, with respect to the Notes, be deemed to refer instead to this ‎Section 4.07.


 




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Section 4.08. Further Instruments
and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts
as may be reasonably necessary or proper to carry out more effectively the purposes of the Indenture.


 


Article
5

[Intentionally Omitted]


 


Article
6

Defaults and Remedies


 


Section 6.01. Applicability of Article
6 of the Base Indenture. Article 6 of the Base Indenture shall not apply to the Notes. Instead, the provisions set forth in
this ‎Article 6 shall, with respect to the Notes, supersede in its entirety Article 6 of the Base Indenture, and all references
in the Base Indenture to Article 6 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be
deemed to be references to this ‎Article 6 and the applicable provisions set forth in this ‎Article 6, respectively.


 


Section 6.02. Events of Default.
Each of the following events shall be an “Event of Default” with respect to the Notes:


 


(a)          default
in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;


 


(b)          default
in the payment of principal of any Note when due and payable on the Maturity Date, upon any required repurchase, upon declaration
of acceleration or otherwise;


 


(c)          failure
by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a Holder’s
conversion right and such failure continues for a period of three Business Days;


 


(d)          failure
by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section 15.02(c),
notice of a Corporate Event in accordance with ‎Section 14.01(b)(ii)
or ‎Section 14.01(b)(iii), notice of the Record Date of the
Hexis Spin-Off in accordance with ‎Section 14.01(b)(v), notice
of a Make-Whole Fundamental Change in accordance with ‎Section
14.03(b) or notice of a Share Exchange Event in accordance with ‎Section
14.07(a), in each case, when due;


 


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


 


(f)          failure
by the Company for 90 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes
then Outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or the Indenture;


 


(g)          default
by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may
be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $3,000,000 (or
its foreign currency equivalent) in the aggregate of the Company and/or of any such Subsidiary, whether such indebtedness now exists
or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting
a failure to pay the principal or interest of any such debt when due and payable at its stated maturity (or at the expiration of
any grace period provided in such indebtedness), upon required repurchase, upon declaration of acceleration or otherwise;


 




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(h)          a
final judgment or judgments for the payment of $3,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is not discharged
or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or
(ii) the date on which all rights to appeal have been extinguished;


 


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


 


(j)          an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 90 consecutive days; or


 


(k)          failure
by the Company to comply with its obligation to postpone the Record Date of the Hexis Spin-Off, if necessary, in accordance with
‎Section 14.01(b)(v).


 


Section 6.03. Acceleration; Rescission
and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every
such case (other than an Event of Default specified in ‎Section 6.02(i) or ‎Section 6.02(j) with respect to the Company
or any Significant Subsidiary), unless the principal of all of the Notes shall have already become due and payable, either the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding determined in accordance with
Section 8.04 of the Base Indenture, by notice in writing to the
Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all
the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately
due and payable, anything contained in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified
in ‎Section 6.02(i) or ‎Section 6.02(j) with respect to the Company or any Significant Subsidiary occurs and is continuing,
100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately
due and payable.


 




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The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon
all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and
on such principal at the rate borne by the Notes at such time plus one percent) and amounts due to the Trustee pursuant
to Section 7.06 of the Base Indenture, and if (1) rescission would
not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under
the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have
become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.10, then and in every such case
(except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes
then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect
to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent
thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect
any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase
Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or
(iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 


Section 6.04. Additional Interest.
Notwithstanding anything in the Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to (i) the failure by the Company to file with the Trustee pursuant to Section 314(a)(1) of the Trust
Indenture Act any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act or (ii) the Company’s failure to comply with its obligations as set forth in ‎Section 4.05
(the obligations described in clauses (i) and (ii), the “Reporting Obligations”) shall after the occurrence
of such an Event of Default, consist exclusively of the right to
receive Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes Outstanding
for each day during the 90-day period on which such Event of Default is continuing
beginning on, and including, the date on which such an Event of Default first occurs.


 




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If the Company so elects to pay Additional
Interest, any such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable
on the Notes. On the 91st day after such Event of Default (if the Event of Default relating to the Company’s failure to comply
with the Reporting Obligations is not cured or waived prior to such 91st day), the Notes shall be immediately subject to acceleration
as provided in ‎Section 6.03. The provisions of this ‎Section 6.04 will not affect the rights of Holders of Notes in the
event of the occurrence of any Event of Default other than the Company’s failure to comply with its Reporting Obligations.
In the event the Company does not elect to pay Additional Interest following an Event of Default relating to the Reporting Obligations
in accordance with this ‎Section 6.04 or the Company elected to make such payment but does not pay the Additional Interest
when due, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.03.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 90 days after the occurrence of any Event of Default relating to the failure by the Company
to comply with the Reporting Obligations, in accordance with this ‎Section 6.04, the Company must notify in writing all Holders
of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 90-day period. Upon the failure
to timely give such notice, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.03.


 


Section 6.05. Payments of Notes on Default;
Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.02 shall have occurred, the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then
due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at
the rate borne by the Notes at such time plus one percent, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 7.06 of the Base
Indenture. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute
such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Notes, wherever situated.


 




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In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this ‎Section 6.05, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued
and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and
other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its
or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on
any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section
7.06 of the Base Indenture; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian
or similar official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses,
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees, and including
any other amounts due to the Trustee under Section 7.06 of the Base Indenture,
incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances
and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders
of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement
or otherwise.


 


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


 


All rights of action and of asserting claims
under the Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the
production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Notes.


 


In any proceedings brought by the Trustee
(and in any proceedings involving the interpretation of any provision of the Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes
parties to any such proceedings.


 


In case the Trustee shall have proceeded
to enforce any right under the Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant
to ‎Section 6.10 or any rescission and annulment pursuant to ‎Section 6.03 or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Holders and the Trustee shall, subject to any determination
in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the Company, the Holders and the Trustee shall continue as though no such proceeding had been instituted.


 




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Section 6.06. Application of Monies Collected
by Trustee. Any monies or property collected by the Trustee pursuant to this ‎Article 6 with respect to the Notes shall
be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon
presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully
paid:


 


First, to the payment of all amounts
due the Trustee under Section 7.06 of the Base Indenture;


 


Second, in case the principal of
the Outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion
of, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion, as the case
may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate
borne by the Notes at such time, plus one percent, such payments to be made ratably to the Persons entitled thereto;


 


Third, in case the principal of the
Outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including
the Fundamental Change Repurchase Price, if applicable, and any cash due upon conversion) then owing and unpaid upon the Notes
for principal and interest, if any, with interest on the overdue principal and, to the extent that such interest has been collected
by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, plus one percent, and
in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment
of such principal (including the Fundamental Change Repurchase Price, if applicable, and the cash due upon conversion) and interest
without preference or priority of principal over interest, or of interest over principal or of any installment of interest over
any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including the
Fundamental Change Repurchase Price, if applicable, and any cash due upon conversion) and accrued and unpaid interest; and


 


Fourth, to the payment of the remainder,
if any, to the Company.


 


Section 6.07. Proceedings by Holders.
Except to enforce the right to receive payment of principal (including the Fundamental Change Repurchase Price, if applicable)
or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note
shall have any right by virtue of or by availing of any provision of the Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to the Indenture, or for the appointment of a receiver, trustee, liquidator,
custodian or other similar official, or for any other remedy hereunder, unless:


 


(a)          such
Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein
provided;


 


(b)          Holders
of at least 25% in aggregate principal amount of the Notes then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder;


 




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(c)          such
Holders shall have offered to the Trustee such security or indemnity satisfactory to the Trustee against any loss, liability or
expense that may be incurred therein or thereby;


 


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


 


(e)          no
direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by
the Holders of a majority of the aggregate principal amount of the Notes then Outstanding within such 60-day period pursuant to
‎Section 6.10,


 


it being understood and intended, and being
expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more
Holders shall have any right in any manner whatever by virtue of or by availing of any provision of the Indenture to affect, disturb
or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under the Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders (except as otherwise provided herein). For the protection and enforcement of this ‎Section 6.07, each and every
Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other provision of the
Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the
principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and
(z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such
Note or in the Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after
such respective dates against the Company shall not be impaired or affected without the consent of such Holder.


 


Section 6.08. Proceedings by Trustee.
In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by the
Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power granted in the Indenture, or to enforce any other legal
or equitable right vested in the Trustee by the Indenture or by law.


 


Section 6.09. Remedies Cumulative and
Continuing. Except as provided in the last paragraph of Section 2.07
of the Base Indenture, all powers and remedies given by this ‎Article 6 to the Trustee or to the Holders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to
the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in the Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes
to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be
construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions of
‎Section 6.07, every power and remedy given by this ‎Article 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 




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Section 6.10. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at
the time Outstanding determined in accordance with Section 8.04 of the
Base Indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however,
that (a) such direction shall not be in conflict with any rule of law or with the Indenture, and (b) the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction
that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.
The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding determined in accordance with Section
8.04 of the Base Indenture may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder
and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including
the Fundamental Change Repurchase Price, if applicable) of, the Notes when due that has not been cured pursuant to the provisions
of ‎Section 6.02, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion
of the Notes or (iii) a default in respect of a covenant or provision hereof which under ‎Article 10 cannot be modified or
amended without the consent of each Holder of an Outstanding Note affected. Upon any such waiver the Company, the Trustee and the
Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this ‎Section 6.10, said Default or Event of Default shall for all purposes of the Notes
and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.


 


Section 6.11. Notice of Defaults.
The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge,
mail to all Holders as the names and addresses of such Holders appear upon the Security Register (in the case of Physical Notes)
or deliver to all Holders in accordance with the procedures of the Depositary (in the case of Global Notes) notice of all Defaults
known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided
that, except in the case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price, if
applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due
upon conversion, the Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers
in good faith determines that the withholding of such notice is in the interests of the Holders. This ‎Section 6.11 shall supersede
Section 7.14 of the Base Indenture, and any reference in the Base Indenture to such Section 7.14 thereof shall be deemed to refer
instead to this ‎Section 6.11. The proviso set forth in Section 315(b) of the Trust Indenture Act shall not apply with respect
to the Notes.


 




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Section 6.12. Undertaking to Pay Costs.
All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that
any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions of this ‎Section 6.12 (to the extent
permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Notes at the time Outstanding determined in accordance with Section
8.04 of the Base Indenture, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price,
if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right
to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of ‎Article 14.


 


Article
7

[Intentionally Omitted]


 


Article
8

[Intentionally Omitted]


 


Article
9

Holders’ Meetings


 


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


 


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


 


(b)          to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Section
7.10 of the Base Indenture;


 


(c)          to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.03; or


 




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


 


Section 9.02. Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time
and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant
to Section 8.01 of the Base Indenture, shall be mailed (or delivered
electronically in accordance with the procedures of the Depositary in the case of Global Notes) to Holders of such Notes at their
addresses as they shall appear on the Security Register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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Article
10

Supplemental Indentures


 


Section 10.01. Applicability of Article
9 of the Base Indenture. Article 9 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in
this ‎Article 10 shall, with respect to the Notes, supersede in their entirety Article 9 of the Base Indenture, and all references
in the Base Indenture to Article 9 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be
deemed to be references to this ‎Article 10 or the applicable provisions set forth in this ‎Article 10, respectively.


 


Section 10.02. Supplemental Indentures
Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the
Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one
or more of the following purposes:


 


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


 


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


 


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


 


(d)          to
secure the Notes;


 


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


 


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


 


(g)          in
connection with any Share Exchange Event, provide that the Notes are convertible into Reference Property, subject to the provisions
of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by ‎Section
14.07;


 


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


 


(i)          to
provide for the acceptance of appointment by a successor trustee pursuant to Article
7 of the Base Indenture or facilitate the administration of the trusts under the Indenture by more than one trustee; or


 


(j)          to
conform the provisions of the Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement.


 


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


 




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Any supplemental indenture authorized by
the provisions of this ‎Section 10.02 may be executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time Outstanding, notwithstanding any of the provisions of ‎Section 10.03.


 


Section 10.03. Supplemental Indentures
with Consent of Holders. With the consent (evidenced as provided in Article
8 of the Base Indenture) of the Holders of at least a majority of the aggregate principal amount of the Notes then Outstanding
(determined in accordance with Article 8 of the Base Indenture
and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes),
the Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may
from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or of modifying
in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an Outstanding
Note affected, no such supplemental indenture shall:


 


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


 


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


 


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


 


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


 


(e)          reduce
the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s
obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;


 


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


 


(g)          change
the ranking of the Notes;


 


(h)          impair
the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor
or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or


 


(i)          make
any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section 6.03 or
‎Section 6.10.


 


Upon the written request of the Company,
and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to ‎Section 10.06, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.


 




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Holders do not need under this ‎Section
10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the
substance thereof. After any such supplemental indenture becomes effective, the Company shall mail (or delivered electronically
in accordance with the procedures of the Depositary in the case of Global Notes) to the Holders a notice briefly describing such
supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair
or affect the validity of the supplemental indenture.


 


Section 10.04. Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this ‎Article 10, the Indenture
shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations,
duties and immunities under the Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.


 


Section 10.05. Notation on Notes.
Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this ‎Article
10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of the Indenture contained in any such supplemental indenture may, at the Company’s
expense, be prepared and executed by the Company, authenticated by the Trustee (or an Authenticating Agent duly appointed by the
Trustee pursuant to Section 2.10 of the Base Indenture) and delivered
in exchange for the Notes then Outstanding, upon surrender of such Notes then Outstanding.


 


Section 10.06. Evidence of Compliance
of Supplemental Indenture to Be Furnished to Trustee. In addition to the documents required by Section
13.07 of the Base Indenture, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this ‎Article 10 and is
permitted or authorized by the Indenture.


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


Section 11.01. Applicability of Article
10 and Section 4.05 of the Base Indenture.


 


(a)          Article
10 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in this ‎Article 11 shall, with respect
to the Notes, supersede in their entirety Article 10 of the Base Indenture, and all references in the Base Indenture to Article
10 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this
‎Article 11 or the applicable provisions set forth in this ‎Article 11, respectively.


 




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(b)          Section
4.05 of the Base Indenture and any reference in the Base Indenture to any such Section or the provisions contained therein shall
be deemed deleted with respect to the Notes.


 


Section 11.02. Company May Consolidate,
Etc. on Certain Terms. Subject to the provisions of ‎Section 11.03, the Company shall not consolidate with, merge with
or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:


 


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


 


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


 


For purposes of this ‎Section 11.02,
the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of
the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute
all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance,
transfer or lease of all or substantially all of the properties and assets of the Company to another Person.


 


Section 11.03. Successor Company to Be
Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the
Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of
the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery
or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all
of the covenants and conditions of the Indenture to be performed by the Company, such Successor Company (if not the Company) shall
succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be
substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor
Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the
Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in the Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously
shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such
Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall
in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance
with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of
any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ‎Article
11 the Person named as the “Company” in the first paragraph of this Supplemental Indenture (or any successor that shall
thereafter have become such in the manner prescribed in this ‎Article 11) may be dissolved, wound up and liquidated at any
time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of
the Notes and from its obligations under the Indenture and the Notes.


 




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


 


Section 11.04. Opinion of Counsel to
Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, complies with the provisions of this ‎Article 11 and, in the case of the Opinion
of Counsel, that such supplemental indenture is the valid, binding and enforceable obligation of the Successor Company.


 


ARTICLE
12
 [Intentionally  Omitted]


 


ARTICLE
13

[Intentionally Omitted]


 


ARTICLE
14

Conversion of Notes


 


Section 14.01. Conversion Privilege.
(a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right,
at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or a multiple
thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the
close of business on the Business Day immediately preceding January 15, 2019 under the circumstances and during the periods set
forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after January
15, 2019 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each
case, at an initial conversion rate of 67.4093 shares of Common Stock (subject to adjustment as provided in this ‎Article
14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement
provisions of ‎Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent
(if other than the Trustee) shall have any duty to determine or verify the Company’s determination of whether any of the
conditions described in ‎‎Section 14.01(b) have been satisfied.


 




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(b)          (i)
Prior to the close of business on the Business Day immediately preceding January 15, 2019, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day
period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period
was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading
Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition
of Trading Price set forth in this Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent
(if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant
to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers
to provide bids to the Bid Solicitation Agent (if other than the Company). The Bid Solicitation Agent (if other than the Company)
shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such
determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation
Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder
provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98%
of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate, at which time the Company shall instruct
the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the
Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the
Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent,
and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes
when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and
the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company
fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price
per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been
met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time
after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater
than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading
Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).


 


(ii)         If,
prior to the close of business on the Business Day immediately preceding January 15, 2019, the Company elects to:


 


(A)         issue
to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more
than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at
a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading
Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 




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(B)         distribute
to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities
of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of
the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement for such distribution (other than in connection with the Hexis Spin-Off),


 


then, in either case, the Company shall notify all
Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 70 Scheduled Trading Days prior
to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or
any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time.


 


(iii)        If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding January 15, 2019, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a Share Exchange Event (each such Fundamental
Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of
a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 70 Scheduled Trading Days
prior to the anticipated effective date of such Corporate Event (or, if later, the Business Day after the Company gives notice
of such Corporate Event) until 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event
also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders,
the Trustee and the Conversion Agent (if other than the Trustee) (i) as promptly as practicable following the date the Company
publicly announces such Corporate Event but in no event less than 70 Scheduled Trading Days prior to the anticipated effective
date of such Corporate Event or (ii) if the Company does not have knowledge of such Corporate Event at least 70 Scheduled Trading
Days prior to the anticipated effective date of such Corporate Event, within one Business Day of the date upon which the Company
receives notice, or otherwise becomes aware, of such Corporate Event, but in no event later than the actual effective date of
such Corporate Event.


 




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(iv)        Prior
to the close of business on the Business Day immediately preceding January 15, 2019, a Holder may surrender all or any portion
of its Notes for conversion at any time during any calendar quarter (and only during such calendar quarter) commencing after the
calendar quarter ending on September 30, 2014, if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading
Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2014 whether the Notes
may be surrendered for conversion in accordance with this clause ‎(iv) and shall notify the Holders, the Trustee and the Conversion
Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause ‎(iv).


 


(v)         If
the Company delivers notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Record Date of
the Spin-Off of Hexis that is prior to the Maturity Date (the “Hexis Spin-Off”), then all or any portion of
a Holder’s Notes may be surrendered for conversion at any time during the 10 Scheduled Trading Day period beginning on, and
including, the Scheduled Trading Day immediately succeeding the date the Company delivers such notice (such period, the “Hexis
Spin-Off Conversion Period” and the final Scheduled Trading Day of such period, the “Hexis Spin-Off Final Conversion
Date”), even if the Notes are not otherwise convertible at such time. The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) no less than 77 Scheduled Trading Days prior to the anticipated Record Date of
any Hexis Spin-Off. Such notice shall include:


 


(A)         a
brief description of the Hexis Spin-Off;


 


(B)         the
anticipated Record Date for the Hexis Spin-Off;


 


(C)         the
Hexis Spin-Off Conversion Period and the Hexis Spin-Off Final Conversion Date;


 


(D)         the
Conversion Rate in effect and that any Notes converted in connection with the Hexis Spin-Off are entitled to an increase in the
Conversion Rate pursuant to ‎Section 14.03;


 


(E)         the
Settlement Method the Company has selected, if any, for all Notes converted in connection with the Hexis Spin-Off;


 


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


 


(G)         the
procedures that Holders must follow to convert their Notes.


 


If, for any reason (including, without limitation,
the occurrence of one or more Market Disruption Events), Holders that convert their Notes during the Hexis Spin-Off Conversion
Period would not receive the consideration due in respect of the Conversion Obligation before the close of business on the fourth
Scheduled Trading Day immediately preceding the Record Date of the Hexis Spin-Off, then the Company shall postpone the Record Date
of the Hexis Spin-Off to be no earlier than the fourth Scheduled Trading Day following the date such Holders receive the consideration
due in respect of the Conversion Obligation.


 







    	40



    	 



    




 


Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


(a)          Subject
to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note, the Company shall pay
or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,
cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any
fractional share of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Physical Settlement”)
or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share
of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Combination Settlement”),
at its election, as set forth in this ‎Section 14.02.


 


(i)          All
conversions for which the relevant Conversion Date occurs on or after January 15, 2019, and all conversions for which the relevant
Conversion Date occurs during the Hexis Spin-Off Conversion Period, shall be settled using the same Settlement Method.


 


(ii)         Except
for any conversions for which the relevant Conversion Date occurs during the Hexis Spin-Off Conversion Period, and any conversions
for which the relevant Conversion Date occurs on or after January 15, 2019, the Company shall use the same Settlement Method for
all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method
with respect to conversions with different Conversion Dates.


 


(iii)        If,
in respect of any Conversion Date (or (x) in respect of all conversions for which the relevant Conversion Date occurs during the
Hexis Spin-Off Conversion Period and (y) in respect of all conversions for which the relevant Conversion Date occurs on or after
January 15, 2019), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement
Method in respect of such Conversion Date (or either such period, as the case may be), the Company shall deliver such Settlement
Notice in writing to the Holders with a copy to the Trustee and the Conversion Agent (if other than the Trustee) no later than
the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions
for which the relevant Conversion Date occurs (x) during the Hexis Spin-Off Conversion Period, subject to clause (y), in the related
notice of the Hexis Spin-Off delivered pursuant to ‎Section 14.01(b)(v) or (y) on or after January 15, 2019, no later than
January 15, 2019). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding
sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed
to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal
amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of
an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal
amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation
but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar
Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.





 




    	41



    	 



    

 


(iv)        The
cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement
Amount”) shall be computed as follows:


 


(A)         if
the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall
deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common
Stock equal to the Conversion Rate in effect on the Conversion Date;


 


(B)         if
the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay
to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum
of the Daily Conversion Values for each of the 60 consecutive Trading Days during the related Observation Period; and


 


(C)         if
the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination
Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted,
a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 60 consecutive Trading Days during the related
Observation Period.


 


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


 


(b)          Subject
to ‎Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall
(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds
equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h)
and any taxes payable as described in ‎Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign
and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof)
(a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal
amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates
for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such
Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office
of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds
equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h)
and any taxes payable as described in ‎Section 14.02(e). The Trustee (and if different, the Conversion Agent) shall notify
the Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion. No Notice of Conversion
with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase
Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance
with ‎Section 15.03.





 




    	42



    	 



    




 


If more than one Note shall be surrendered
for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis
of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.


 


(c)          A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎Section
14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the
Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical
Settlement (provided that for any Notes converted after the close of business on the Regular Record Date immediately preceding
the Maturity Date, the Company shall deliver the consideration due in respect of the Conversion Obligation on the Maturity Date),
or on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement
Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver
to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through
the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s
Conversion Obligation.


 


(d)          In
case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver
to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting
Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar
issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result
of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes
surrendered for such conversion.


 


(e)          If
a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the
issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests any such shares to be issued
in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to
deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until
the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.


 




    	43



    	 



    




 


(f)          Except
as provided in ‎Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion
of any Note as provided in this Article 14.


 


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


 


(h)          Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued
and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if
Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on
such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding Interest Payment
Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular
Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the
amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions
following the Regular Record Date immediately preceding the Maturity Date; (2) if the Hexis Spin-Off Final Conversion Date occurs
after a Regular Record Date and on or prior to the Business Day immediately following the date on which the corresponding interest
payment is made; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and
on or prior to the Business Day immediately following the date on which the corresponding interest payment is made; or (4) to the
extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore,
for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive
the full interest payment due on the Maturity Date regardless of whether their Notes have been converted following such Regular
Record Date.


 


(i)          The
Person in whose name the shares of Common Stock shall be issuable upon conversion shall become the holder of record of such shares
as of the close of business on the relevant Conversion Date (in the case of Physical Settlement where the Notes are converted
on or prior to the close of business on the Regular Record Date immediately preceding the Maturity Date), the second Scheduled
Trading Day immediately preceding the Maturity Date (in the case of Physical Settlement where the Notes are converted after the
close of business on the Regular Record Date immediately preceding the Maturity Date) or the last Trading Day of the relevant
Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case
may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion.


 




    	44



    	 



    

 


(j)          The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of
delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date
(in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in
the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have
elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the
basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such
computation shall be paid in cash.


 


Section 14.03. Increased Conversion Rate
Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or the Hexis Spin-Off. (a) If (i)
either (X) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (Y) the Company delivers
notice of the Record Date of the Hexis Spin-Off pursuant to ‎Section 14.01(b)(v) and, in each case, (ii) a Holder elects to
convert its Notes in connection with such Make-Whole Fundamental Change or such Hexis Spin-Off, the Company shall, under the circumstances
described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common
Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes
to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the
Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business
Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that
would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately
following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall be deemed for these purposes to
be “in connection with” the Hexis Spin-Off if the relevant Notice of Conversion is received by the Conversion Agent
during the Hexis Spin-Off Conversion Period.


 


(b)          Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to ‎Section 14.01(b)(iii) or
the Hexis Spin-Off, as the case may be, the Company shall , at its option, satisfy the related Conversion Obligation by Physical
Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section 14.02; provided, however,
that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change,
the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes
following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely
on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes
equal to the Conversion Rate (including any adjustment pursuant to this ‎Section 14.03), multiplied by such Stock Price.
In such event, the Conversion Obligation shall be paid to Holders in cash on the third Business Day following the Conversion Date.
The Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holders of Notes of the Effective
Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business
Days after such Effective Date.


 




    	45



    	 



    




 


(c)          The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on (i) the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of the Hexis
Spin-Off, the date on which the Company delivers notice of the Record Date of such Hexis Spin-Off pursuant to ‎Section 14.01(b)(v)
(in each case, the “Effective Date”) and (ii) the price paid (or deemed to be paid) per share of the Common
Stock in the Make-Whole Fundamental Change or, in the case of the Hexis Spin-Off, the average of the Last Reported Sale Prices
of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date the
Company delivers notice of the Record Date of such Hexis Spin-Off pursuant to ‎Section 14.01(b)(v), as the case may be (in
each case, the “Stock Price”). If the holders of the Common Stock receive in exchange for their Common Stock
only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall
be the cash amount paid per share. Otherwise, the Stock Price for a Make-Whole Fundamental Change shall be the average of the Last
Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately
preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to
the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in
‎Section 14.04) or expiration date of the event occurs during either of the five consecutive Trading Day periods referred to
in this clause ‎(c).


 


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


 


(e)          The
following table sets forth the number of Additional Shares, if any, by which the Conversion Rate shall be increased per $1,000
principal amount of Notes pursuant to this ‎Section 14.03 for each Stock Price and Effective Date set forth below:


  




    	46



    	 



    




 





	 	 	Stock
    Price	 
	Effective Date	 	$12.11	 	 	$13.00	 	 	$14.00	 	 	$14.83	 	 	$16.00	 	 	$17.50	 	 	$20.00	 	 	$25.00	 	 	$30.00	 	 	$35.00	 	 	$40.00	 	 	$45.00	 
	July 21, 2014	 	 	15.1670	 	 	 	12.5323	 	 	 	10.2007	 	 	 	8.6541	 	 	 	6.9256	 	 	 	5.2789	 	 	 	3.4565	 	 	 	1.5796	 	 	 	0.7217	 	 	 	0.2903	 	 	 	0.0745	 	 	 	0.0000	 
	July 15, 2015	 	 	15.1670	 	 	 	11.6923	 	 	 	9.3321	 	 	 	7.7910	 	 	 	6.1013	 	 	 	4.5331	 	 	 	2.8640	 	 	 	1.2436	 	 	 	0.5430	 	 	 	0.2011	 	 	 	0.0385	 	 	 	0.0000	 
	July 15, 2016	 	 	15.1670	 	 	 	10.9077	 	 	 	8.4571	 	 	 	6.8914	 	 	 	5.2213	 	 	 	3.7309	 	 	 	2.2375	 	 	 	0.9148	 	 	 	0.3823	 	 	 	0.1277	 	 	 	0.0133	 	 	 	0.0000	 
	July 15, 2017	 	 	15.1670	 	 	 	10.2462	 	 	 	7.5729	 	 	 	5.9198	 	 	 	4.2294	 	 	 	2.8211	 	 	 	1.5550	 	 	 	0.5972	 	 	 	0.2437	 	 	 	0.0717	 	 	 	0.0013	 	 	 	0.0000	 
	July 15, 2018	 	 	15.1670	 	 	 	9.5862	 	 	 	6.4079	 	 	 	4.5529	 	 	 	2.8275	 	 	 	1.6051	 	 	 	0.7575	 	 	 	0.2900	 	 	 	0.1213	 	 	 	0.0300	 	 	 	0.0000	 	 	 	0.0000	 
	July 17, 2019	 	 	15.1670	 	 	 	9.5138	 	 	 	4.0193	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)         if
the Stock Price is greater than $45.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


(iii)        if
the Stock Price is less than $12.11 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall the Conversion
Rate per $1,000 principal amount of Notes exceed 82.5763 shares of Common Stock, subject to adjustment in the same manner as the
Conversion Rate pursuant to ‎Section 14.04.


 


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


 


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


 


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





 




    	47



    	 



    




 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and
	 	 	 
	OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.







 


Any adjustment made under this ‎Section 14.04(a) shall become
effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after
the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this ‎Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately
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 if such dividend or distribution had not been declared.


 


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


 





 


where,


 








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







  




    	48



    	 



    




 








	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.







 


Any increase made under this ‎Section 14.04(b) shall be
made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open
of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the
expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be
in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion
Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not
occurred.


 


For purposes of this ‎Section 14.04(b)
and for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders
to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common
Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.


 


(c)          If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or
rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common
Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to ‎Section 14.04(a)
or ‎Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant
to ‎Section 14.04(e), and (iii) Spin-Offs as to which the provisions set forth below in this ‎Section 14.04(c) shall apply
(any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire
Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased
based on the following formula:


 


 




    	49



    	 



    

 


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.







 


Any increase made under the portion of this ‎Section 14.04(c)
above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution
is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution
had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0”
(as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal
amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount
and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal
to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV”
(as defined above) of any distribution for purposes of this ‎Section 14.04(c) by reference to the actual or when-issued trading
market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last
Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the Ex-Dividend Date for such distribution.


 


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


 





 


where,


 





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







 




    	50



    	 



    

 








	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in ‎Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.  







 


The increase to the Conversion Rate under the preceding paragraph
shall occur on the last Trading Day of the Valuation Period; provided that in respect of any conversion of Notes during
the Valuation Period, references in the portion of this ‎Section 14.04(c) related to Spin-Offs to 10 Trading Days shall be
deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such
Spin-Off to and including the Conversion Date in determining the Conversion Rate. If the Ex-Dividend Date of the Spin-Off is after
the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes,
references in the preceding paragraph to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion of
Notes, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and
including, the last Trading Day of such Observation Period.


 


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


 




    	51



    	 



    




 


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


 


(A)         a
dividend or distribution of shares of Common Stock to which ‎Section 14.04(a) is applicable (the “Clause A Distribution”);
or


 


(B)         a
dividend or distribution of rights, options or warrants to which ‎Section 14.04(b) is applicable (the “Clause B Distribution”),


 


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


 


(d)          If
the initial public offering of the common stock of Hexis (the “Hexis IPO”) occurs, the Conversion Rate shall
be increased based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the end of the Hexis IPO Valuation Period;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the end of the Hexis IPO Valuation Period;










 




    	52



    	 



    

 








	DF	=	the discount factor of 10%;
	 	 	 
	SPH	=	the average of the Hexis Daily VWAP over the first 5 consecutive Trading Day period after, and including, the date the Hexis IPO is priced to the public (the “Hexis IPO Valuation Period”);
	 	 	 
	OSH	=	the number of shares of Hexis common stock held by the Company and its Subsidiaries (other than Hexis) immediately preceding the closing of the Hexis IPO;
	 	 	 
	SPK	=	the average of the Daily VWAP over the Hexis IPO Valuation Period; and
	 	 	 
	OSK	=	the number of shares of Common Stock outstanding at the end of the Hexis IPO Valuation Period.







 


Any increase to the Conversion Rate made
under this ‎Section 14.04(d) shall occur on the last Trading Day of the Hexis IPO Valuation Period; provided that in
respect of any conversion of Notes during the Hexis IPO Valuation Period, references in the preceding paragraph to 5 Trading Days
shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the date the Hexis
IPO is priced to the public to and including the Conversion Date in determining the Conversion Rate. If the date the Hexis IPO
is priced to the public is after the fifth Trading Day immediately preceding, and including, the end of any Observation Period
in respect of a conversion of Notes, references in the preceding paragraph to 5 Trading Days shall be deemed to be replaced, solely
in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the date the
Hexis IPO is priced to the public to, and including, the last Trading Day of such Observation Period. If the Hexis IPO is not consummated,
the Conversion Rate shall be decreased, effective as of the date the Company publicly announces that the Hexis IPO will not be
consummated, to be the Conversion Rate that would then be in effect if the Hexis IPO had not been priced to the public.


 


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


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and










 




    	53



    	 



    

 








	C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.







 


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


 


(f)          If
the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock, to the extent
that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of
the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the
Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer,
the Conversion Rate shall be increased based on the following formula:


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased or exchanged in such tender or exchange offer;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase or exchange of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase or exchange of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and










 




    	54



    	 



    




 





	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.







 


The increase to the Conversion Rate under this ‎Section
14.04(f) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next
succeeding the date such tender or exchange offer expires; provided that in respect of any conversion of Notes within the
10 Trading Days immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires,
references in this ‎Section 14.04(f) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading
Days as have elapsed between the date that such tender or exchange offer expires and the Conversion Date in determining the Conversion
Rate. In addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the 10th Trading
Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references in
the preceding paragraph to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion of Notes, with
such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or
exchange offer expires to, and including, the last Trading Day of such Observation Period.


 


(g)          Notwithstanding
this ‎Section 14.04 or any other provision of the Indenture or the Notes, if a Conversion Rate adjustment becomes effective
on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related
Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described
under ‎Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion
Rate adjustment provisions in this ‎Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not
be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares
of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such
adjustment.


 


(h)          Except
as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities
convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible
or exchangeable securities.


 


(i)          In
addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d), ‎(e) and ‎(f) of this ‎Section
14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s
securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least
20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition,
to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s
securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common
Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either
of the preceding two sentences, the Company shall mail to the Holder of each Note at its last address appearing on the Security
Register a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice
shall state the increased Conversion Rate and the period during which it will be in effect.


 







    	55



    	 



    

 





(j)          Notwithstanding
anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:


 


(i)          upon
the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or
interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock
under any plan;


 


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


 


(iii)        upon
the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in clause ‎(ii) of this subsection and outstanding as of the date the Notes were first issued;


 


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


 


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


 


(k)          All
calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest
one-ten thousandth (1/10,000th) of a share.


 


(l)          Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery
of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate
to each Holder at its last address appearing on the Security Register. Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.


 


(m)          For
purposes of this ‎Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common
Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.


 







    	56



    	 



    




 


(n)          In
the case of any conversion of a Note to which Physical Settlement applies the Conversion Date for which is after the Regular Record
Date immediately preceding the Maturity Date, if the record date for any issuance, dividend or distribution, the effective date
for any share split or combination, the pricing date for the Hexis IPO or the expiration date for any tender or exchange offer
by the Company that, in each case, would require an adjustment to the Conversion Rate under clauses ‎(a), ‎(b)‎, ‎,
‎(c), ‎(d), ‎(e) or ‎(f) of Section 14.04, occurs after such Conversion Date and prior to the close of business
on the second Scheduled Trading Day immediately preceding the Maturity Date, we will adjust the Conversion Rate as if the Conversion
Date had occurred after such record date, effective date, pricing date or expiration date, as the case may be.


 


Section 14.05. Adjustments of Prices.
Whenever any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the
Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period
for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall, in good faith,
make appropriate adjustments 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 (as such term is used in ‎Section
14.04) 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 or the Daily Settlement Amounts are to be calculated.


 


Section 14.06. Shares to Be Fully Paid.
The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient
shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming
(x) that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical
Settlement is applicable and (y) the delivery of the maximum number of shares of Common Stock, including the maximum Conversion
Rate increase pursuant to ‎Section 14.03).


 


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


 


(a)          In
the case of:


 


(i)          any
recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination),


 


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


 


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


 


(iv)        any
statutory share exchange,





 




    	57



    	 



    

 





in each case, as a result of which the Common Stock would be
converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof)
(any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event,
the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes
into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof)
that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event
would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference
Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to
receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the
successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section
10.02(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however,
that at and after the effective time of the Share Exchange Event (A) the Company shall continue to have the right to determine
the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section
14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue
to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of
the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that
a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the
Daily VWAP and the Last Reported Sale Price, as applicable, shall be calculated based on the value of a unit of Reference Property.


 


If the Share Exchange Event causes the
Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined
based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible
shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock
that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and
amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes
of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of
Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for
which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon
conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on
the Conversion Date (as may be increased pursuant to ‎Section 14.03), multiplied by the price paid per share of Common
Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders
on the third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.


 




    	58



    	 



    




 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this ‎Article 14. If, in the case of any Share Exchange Event, the Reference
Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person
other than the successor or purchasing corporation, as the case may be, in such Share Exchange Event, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions
providing for the purchase rights set forth in ‎Article 15.


 


(b)          When
the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly
file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities
or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be
made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to
all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its
address appearing on the Security Register provided for in the Indenture, within 20 days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental indenture.


 


(c)          The
Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07. None
of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, shares of Common Stock
or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02 prior
to the effective date of such Share Exchange Event.


 


(d)          The
above provisions of this Section shall similarly apply to successive Share Exchange Events.


 


Section 14.08. Certain Covenants.
(a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable
by the Company and free from all taxes, liens, charges and preemptive rights with respect to the issue thereof.


 


(b)          The
Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly
issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure
such registration or approval, as the case may be.


 


(c)          The
Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated
quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated
quotation system, any Common Stock issuable upon conversion of the Notes.


  




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Section 14.09. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)
of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect
to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and
any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares
of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any
Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained in this Article. Neither the Trustee nor any other
Conversion Agent shall have any duty or responsibility whatsoever to determine compliance with the conversion procedures, or to
make or confirm any calculations with respect to the settlement provisions, of ‎Section 14.02. Without limiting the generality
of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to ‎Section 14.07 relating either to the kind
or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes
after any event referred to in such ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.02 of the Base Indenture, may accept (without any independent investigation) as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither
the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 14.01(b)
has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the
Trustee and the Conversion Agent the notices referred to in ‎Section 14.01(b) with respect to the commencement or termination
of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees
to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other
times as shall be provided for in ‎Section 14.01(b). The rights, benefits and privileges of the Trustee set forth in the Base
Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01 of the Base Indenture relating
to the Trustee shall apply to the Conversion Agent.


 


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


 


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


 


(b)          Share
Exchange Event; or


 


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





 




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then, in each case (unless notice of such event is otherwise
required pursuant to another provision of the Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be mailed (or delivered electronically in accordance with the procedures of the Depositary
in the case of Global Notes) to each Holder at its address appearing on the Security Register, as promptly as possible but in any
event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to
be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date
as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of
its Subsidiaries, or (ii) the date on which such Share Exchange Event, dissolution, liquidation or winding-up is expected to become
effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such Share Exchange Event, dissolution, liquidation or winding-up.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or
one of its Subsidiaries, Share Exchange Event, dissolution, liquidation or winding-up.


 


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


 


ARTICLE
15

Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.



 


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


  




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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that if the Notes are Global
Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.


 


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


 


The Paying Agent shall promptly notify the
Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.


 


(c)          On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide
to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the
“Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and
of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall
be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures
of the Depositary. Each Fundamental Change Company Notice shall specify: 


 




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(i)          the
events causing the Fundamental Change;


 


(ii)         the
effective date of the Fundamental Change;


 


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


 


(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


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


 


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


 


(viii)      that
the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if
the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and


 


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


 


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


 


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


 


Simultaneously with providing such Fundamental
Change Company Notice, the Company shall issue a press release or publish such information on the Company’s website.


 


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





 




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Section 15.03. Withdrawal of Fundamental
Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written
notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with this ‎Section 15.03 at
any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:


 


(i)          the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which portion must be in principal
amounts of $1,000 or a multiple of $1,000,


 


(ii)         if
Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,
and


 


(iii)        the
principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion
must be in principal amounts of $1,000 or a multiple of $1,000;


 


provided, however, that if the Notes are Global
Notes, the notice must comply with appropriate procedures of the Depositary.


 


Section 15.04. Deposit of Fundamental
Change Repurchase Price. (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or
if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.03 of the Base
Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient
to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of
funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase
(and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date)
will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions
in ‎Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent
appointed by the Company) by the Holder thereof in the manner required by ‎Section 15.02 by mailing checks for the amount payable
to the Holders of such Notes entitled thereto as they shall appear in the Security Register; provided, however, that
payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its
nominee, in accordance with the procedures of the Depositary. The Trustee shall, promptly after such payment and upon written demand
by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.


  




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(b)          If
by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the
Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental
Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly
withdrawn, (i) such Notes shall cease to be Outstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry
transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights
of the Holders of such Notes shall terminate (other than the right to receive the Fundamental Change Repurchase Price).


 


(c)          Upon
surrender of a Note that is to be repurchased in part pursuant to ‎Section 15.02, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased
portion of the Note surrendered.


 


Section 15.05. Covenant to Comply
with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company shall, if required:


 


(a)          comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;


 


(b)          file
a Schedule TO or any other required schedule under the Exchange Act; and


 


(c)          otherwise
comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;


 


in each case, so as to permit the rights and obligations under
this ‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15.


 


ARTICLE
16

No Redemption


 


Section 16.01. Applicability of Article
3 of the Base Indenture. Article 3 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in
this ‎Article 16 shall, with respect to the Notes, supersede in its entirety Article 3 of the Base Indenture, and all references
in the Base Indenture to Article 3 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be
deemed to be references to this ‎Article 16 or the applicable provisions set forth in this ‎Article 16, respectively.


 


Section 16.02. No Redemption.
The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided for the Notes.


 




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ARTICLE
17

Miscellaneous Provisions


 


Section 17.01. Investments.
In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest
bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred
thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure
of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide
timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder
in the absence of such written investment direction from the Company.


 


Section 17.02. Provisions Binding on
Company’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in the Indenture
made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 17.03. Official Acts by Successor
Company. Any act or proceeding by any provision of the Indenture authorized or required to be done or performed by any board,
committee or Officer of the Company shall and may be done and performed with like force and effect by the corresponding board,
committee or officer of any corporation or other entity that shall at the time be the lawful successor of the Company.


 


Section 17.04. Governing Law; Jurisdiction.
THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL
INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


 


The Company irrevocably consents and agrees,
for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against
it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture
or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of
Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably
consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with
respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.


 


The Company irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the
courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York
and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum.


 







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Section 17.05. Legal Holidays. In
any case where any Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date is not a Business Day, then any action
to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force
and effect as if taken on such date, and no interest shall accrue in respect of the delay. Section 13.08 of the Base Indenture
shall, with respect to the Notes, be superseded in its entirety by this ‎Section 17.05, and any reference in the Base Indenture
to such Section 13.08 shall, with respect to the Notes, be deemed to refer instead to this ‎Section 17.05.


 


Section 17.06. No Security Interest Created.
Nothing in the Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 17.07. Benefits of Indenture.
Nothing in the Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto, the Holders,
any Paying Agent, any Conversion Agent, any Authenticating Agent, any Security Registrar and their successors hereunder, any legal
or equitable right, remedy or claim under or in respect of the Indenture or under any covenant, condition or provision contained
in the Indenture; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the Holders
of the Notes.


 


Section 17.08. Table of Contents, Headings,
Etc. The table of contents and the titles and headings of the articles and sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.


 


Section 17.09. Execution in Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the
parties hereto and may be used in lieu of an original Supplemental Indenture for all purposes.


 


Section 17.10. Separability. In case
any one or more provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of the Indenture or the Notes, but the Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein.


 


Section 17.11. Waiver of Jury Trial.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.





 




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Section 17.12. Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 17.13. Calculations. Except
as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determinations of the Stock Price, the Last Reported Sale Prices of the Common Stock, the Daily
VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate
of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations
shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee
and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the
Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any
Holder of Notes upon the request of that Holder at the sole cost and expense of the Company.


 


Section 17.14. USA PATRIOT Act.
The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to the Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
to satisfy the requirements of the USA PATRIOT Act.


 


Section 17.15. Miscellaneous Amendments
Under Base Indenture; Ratification of Base Indenture.


 


(a)          Section
7.02(d) of the Base Indenture is hereby amended with respect to the Notes to replace the word “costs” with “losses”.


 


(b)          Except
as amended hereby with respect to the Notes, the Base Indenture, as amended and supplemented by this Supplemental Indenture, is
in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided.


 


(c)          Notwithstanding
anything in the Base Indenture or this Supplemental Indenture to the contrary, wherever notice or reports are to be given to Holders
of Notes held in global form by the Depositary, it shall be sufficient if such notice is given electronically pursuant to the procedures
of the Depositary.


 


[Remainder of page intentionally left
blank]


 




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


 


	 	THE
    KEYW HOLDING CORPORATION
	 	 
	 	By:	/s/ Leonard E. Moodispaw
	 	 	Name: 	Leonard E. Moodispaw
	 	 	Title: 	Chief Executive Officer


 


	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,

as Trustee
	 	 
	 	By:	/s/ Michael H. Wass
	 	 	Name:	Michael H. Wass
	 	 	Title:	Assistant Vice President





 




    	 



    	 



    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


[THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF,
ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR
IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]


 






    	A-1



    	 



    

 


THE KEYW HOLDING CORPORATION



2.50% Convertible Senior Note due 2019


 


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


 


CUSIP No. [______]


 


The KEYW Holding Corporation, a corporation
duly organized and validly existing under the laws of the State of Maryland (the “Company,” which term includes
any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [CEDE & CO.]2 [_______]3, or registered assigns, the principal sum [as set forth in the “Schedule
of Exchanges of Notes” attached hereto]4 [of $[_______]]5, which amount, taken together with the
principal amounts of all other Outstanding Notes, shall not, unless permitted by the Indenture, exceed $130,000,000 in aggregate
at any time (or $149,500,000 if the Underwriters exercise their over-allotment option in full as set forth in the Underwriting
Agreement), in accordance with the rules and procedures of the Depositary, on July 15, 2019, and interest thereon as set forth
below.


 


This Note shall bear interest at the rate
of 2.50% per year from July 21, 2014, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until July 15, 2019. Interest is payable semi-annually in arrears on each January 15 and
July 15, commencing on January 15, 2015, to Holders of record at the close of business on the preceding January 1 and July 1 (whether
or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in ‎Section 6.04 of the
within-mentioned Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to
include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to such ‎Section
6.04, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding
Additional Interest in those provisions thereof where such express mention is not made.


 


Any Defaulted Amounts shall accrue interest
per annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from,
and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the
Company, at its election, in accordance with ‎Section 2.04(c) of the Supplemental Indenture.


 


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


 





 






1 Include if a global note.


2 Include if a global note.


3 Include if a physical note.


4 Include if a global note.


5 Include if a physical note.


 




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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 




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


 


	 	THE KEYW HOLDING CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 
	as Trustee, certifies that this is one of the Notes described in the within-named Indenture.	 
	 	 
	By:	 	 	 
	 	Authorized Officer	 


 




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[FORM OF REVERSE OF NOTE]


 


THE KEYW HOLDING CORPORATION

2.50% Convertible Senior Note due 2019


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2019 (the “Notes”), limited to
the aggregate principal amount of $130,000,000 (as increased by an amount equal to the aggregate principal amount of any additional
Notes purchased by the Underwriters pursuant to the exercise of their over-allotment option as set forth in the Underwriting Agreement)
all issued or to be issued under and pursuant to an Indenture dated as of July 21, 2014 (the “Base Indenture”),
as amended and supplemented by the First Supplemental Indenture dated as of July 21, 2014 (herein called the “Supplemental
Indenture”; the Base Indenture, as amended and supplemented by the Supplemental Indenture, and as it may be further amended
or supplemented from time to time, the “Indenture”), by and between the Company and Wilmington Trust, National
Association (the “Trustee”) to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions
specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings
set forth in the Indenture.


 


In case certain Events of Default shall
have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders
of at least 25% in aggregate principal amount of Notes then Outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


Subject to the terms and conditions of the
Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental
Change Repurchase Date (if applicable) and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders
a Note to a Paying Agent to collect such payments in respect of the Note. The Company shall pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and private debts.


 


The Indenture contains provisions permitting
the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,
with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as
described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate
principal amount of the Notes at the time Outstanding may on behalf of the Holders of all of the Notes waive any past Default or
Event of Default under the Indenture and its consequences.


 




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


 


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


 


The Notes are not subject to redemption
through the operation of any sinking fund or otherwise.


 


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


 


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


 




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ABBREVIATIONS


 


The following abbreviations, when used in
the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws
or regulations:


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship and not as
tenants in common


 


Additional abbreviations may also be used
though not in the above list.


 




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SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES



THE KEYW HOLDING CORPORATION

2.50% Convertible Senior Notes due 2019


 


The initial principal amount of this Global
Note is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Note have been made:


 


	Date of exchange	 	Amount of 

decrease in 

principal amount

of this Global Note	 	Amount of 

increase in 

principal amount 

of this Global Note	 	Principal amount 

of this Global Note 

following such 

decrease or 

increase	 	Signature of 

authorized 

signatory of 

Trustee or 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 






6 Include if a global note.




    	A-8



    	 



    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


THE KEYW HOLDING CORPORATION

2.50% Convertible Senior Notes due 2019


 


		To:	Wilmington Trust, National Association

1100 North Market Street

Wilmington, DE 19890

Attention: The KEYW Holding Corporation Administrator

Facsimile: 302-636-4145



 


The undersigned registered owner of this
Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or a multiple thereof)
below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance
with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable
and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted
principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below.
If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the
undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with ‎Section
14.02(d) and ‎Section 14.02(e) of the Supplemental Indenture. Any amount required to be paid to the undersigned on account
of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.


 


	Dated:	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Signature(s)	 


 


	 	 
	Signature Guarantee


 


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


 




    	1



    	 



    







 


Fill in for registration of shares if to be issued, and Notes
if to be delivered, other than to and in the name of the registered holder:


 


	 	 	 
	(Name)	 	 
	 	 	 
	 	 	 
	(Street Address)	 	 
	 	 	 
	 	 	 
	(City, State and Zip Code)	 	 
	Please print name and address	 	 
	 	 	 
	 	 	Principal amount to be converted (if less than all): $______,000
	 	 	 
	 	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	 	 	 
	 	 	 	 
	 	 	Social Security or Other Taxpayer
	 	 	Identification Number


 




    	2



    	 



    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


THE KEYW HOLDING CORPORATION

2.50% Convertible Senior Notes due 2019


 


		To:	Wilmington Trust, National Association

1100 North Market Street

Wilmington, DE 19890

Attention: The KEYW Holding Corporation Administrator

Facsimile: 302-636-4145



 


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


 


In the case of Physical Notes, the certificate
numbers of the Notes to be repurchased are as set forth below:


 


	Dated:	 	 	 
	 	 	 
	 	 	 	 
	 	 	Signature(s)
	 	 	 
	 	 	 	 
	 	 	Social Security or Other Taxpayer
	 	 	Identification Number
	 	 	 
	 	 	Principal amount to be repaid (if less than all): $______,000
	 	 	 
	 	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.







 




    	1



    	 



    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


THE KEYW HOLDING CORPORATION

2.50% Convertible Senior Notes due 2019


 


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


 


	Dated: 			 
	 	 	 	 
	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 



 


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



 


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


 




    	1