Exhibit 4.1


 


 


 


INNOVIVA, INC.


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


as Trustee


 


 



 


INDENTURE


 


Dated as of March 7, 2022


 


 



 


2.125% Convertible Senior Notes due 2028





 


 


  






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1.   DEFINITIONS; RULES OF CONSTRUCTION	1
	 	 	
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	12
	Section 1.03	Rules of Construction	13
	 	 	 
	Article 2.   THE NOTES	13
	 	 	 
	Section 2.01	Form, Dating and Denominations	13
	Section 2.02	Execution, Authentication and Delivery	14
	Section 2.03	Designation and Amount; Initial Notes and Additional Notes	14
	Section 2.04	Method of Payment	15
	Section 2.05	Accrual of Interest; Defaulted Amounts; When Payment Date is not Business Day	15
	Section 2.06	Registrar, Paying Agent and Conversion Agent	16
	Section 2.07	Paying Agent and Conversion Agent to Hold Property in Trust	17
	Section 2.08	Holder Lists	17
	Section 2.09	Legends	17
	Section 2.10	Transfers and Exchanges; Certain Transfer Restrictions	18
	Section 2.11	Exchange and Cancellation of Notes to be Converted or Repurchased	22
	Section 2.12	Removal of Transfer Restrictions	23
	Section 2.13	Replacement Notes	24
	Section 2.14	Registered Holders; Certain Rights with Respect to Global Notes	24
	Section 2.15	Cancellation	24
	Section 2.16	Notes Held by The Company or Its Affiliates	24
	Section 2.17	Temporary Notes	25
	Section 2.18	Outstanding Notes	25
	Section 2.19	Repurchases by The Company	26
	Section 2.20	CUSIP and ISIN Numbers	26
	 	 	 
	Article 3.   COVENANTS	26
	 	 	 
	Section 3.01	Payment on Notes	26
	Section 3.02	Exchange Act Reports	26
	Section 3.03	Rule 144A Information	27
	Section 3.04	Additional Interest	27
	Section 3.05	Compliance Certificates	28
	Section 3.06	Stay, Extension and Usury Laws	28
	Section 3.07	Corporate Existence	28
	Section 3.08	Restriction on Acquisition of Notes by The Company and Its Affiliates	29



 






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	Article 4.   REPURCHASE AND REDEMPTION	29
	 	 	 
	Section 4.01	No Sinking Fund	29
	Section 4.02	Right of Holders to Require The Company to Repurchase Notes Upon a Fundamental Change	29
	Section 4.03	Right of the Company to Redeem the Notes	33
	 	 	 
	Article 5.   CONVERSION	36
	 	 	 
	Section 5.01	Right to Convert	36
	Section 5.02	Conversion Procedures	40
	Section 5.03	Settlement upon Conversion	41
	Section 5.04	Reserve and Status of Common Stock issued upon Conversion	45
	Section 5.05	Adjustments to the Conversion Rate	45
	Section 5.06	Voluntary Adjustments	55
	Section 5.07	Adjustments To The Conversion Rate In Connection With A Make-Whole Fundamental Change	55
	Section 5.08	Exchange In Lieu Of Conversion	57
	Section 5.09	Effect Of Common Stock Change Event	57
	 	 	 
	Article 6.   SUCCESSORS	59
	 	 	 
	Section 6.01	When The Company May Merge, Etc.	59
	Section 6.02	Successor Entity Substituted	59
	Section 6.03	Exclusion For Asset Transfers With Wholly Owned Subsidiaries	60
	 	 	 
	Article 7.   DEFAULTS AND REMEDIES	60
	 	 	 
	Section 7.01	Events Of Default	60
	Section 7.02	Acceleration	61
	Section 7.03	Sole Remedy For A Failure To Report	62
	Section 7.04	Other Remedies	63
	Section 7.05	Waiver Of Past Defaults	63
	Section 7.06	Control By Majority	63
	Section 7.07	Limitation On Suits	63
	Section 7.08	Absolute Right Of Holders To Institute Suit For The Enforcement Of The Right To Receive Payment And Conversion Consideration	64
	Section 7.09	Collection Suit By Trustee	64
	Section 7.10	Trustee May File Proofs Of Claim	64
	Section 7.11	Priorities	65
	Section 7.12	Undertaking For Costs	65
	 	 	 
	Article 8.   AMENDMENTS, SUPPLEMENTS AND WAIVERS	66
	 	 	 
	Section 8.01	Without The Consent Of Holders	66
	Section 8.02	With The Consent Of Holders	67
	Section 8.03	Notice Of Amendments, Supplements And Waivers	67



 






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	Section 8.04	Revocation, Effect And Solicitation Of Consents; Special Record Dates; Etc.	68
	Section 8.05	Notations And Exchanges	68
	Section 8.06	Trustee To Execute Supplemental Indentures	68
	 	 	 
	Article 9.   SATISFACTION AND DISCHARGE	69
	 	 	 
	Section 9.01	Termination Of Company’s Obligations	69
	Section 9.02	Repayment To Company	69
	Section 9.03	Reinstatement	70
	 	 	 
	Article 10.   TRUSTEE	70
	 	 	 
	Section 10.01	Duties Of The Trustee	70
	Section 10.02	Rights Of The Trustee	71
	Section 10.03	Individual Rights Of The Trustee	73
	Section 10.04	Trustee’s Disclaimer	73
	Section 10.05	Notice Of Defaults	73
	Section 10.06	Compensation And Indemnity	73
	Section 10.07	Replacement Of The Trustee	74
	Section 10.08	Successor Trustee By Merger, Etc.	75
	Section 10.09	Eligibility; Disqualification	75
	 	 	 
	Article 11.   MISCELLANEOUS	75
	 	 	 
	Section 11.01	Notices	75
	Section 11.02	Delivery Of Officer’s Certificate And Opinion Of Counsel As To Conditions Precedent	77
	Section 11.03	Statements Required In Officer’s Certificate And Opinion Of Counsel	77
	Section 11.04	Rules By The Trustee, The Registrar And The Paying Agent	78
	Section 11.05	No Personal Liability Of Directors, Officers, Employees And Stockholders	78
	Section 11.06	Governing Law; Waiver Of Jury Trial	78
	Section 11.07	Submission To Jurisdiction	78
	Section 11.08	No Adverse Interpretation Of Other Agreements	78
	Section 11.09	Successors	79
	Section 11.10	Force Majeure	79
	Section 11.11	U.S.A. PATRIOT ACT	79
	Section 11.12	Calculations	79
	Section 11.13	Severability	79
	Section 11.14	Counterparts	80
	Section 11.15	Table Of Contents, Headings, Etc.	80
	Section 11.16	Withholding Taxes	80
	Section 11.17	OFAC	81



 






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Exhibits


 


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




 






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INDENTURE,
dated as of March 7, 2022, between Innoviva, Inc., a Delaware corporation, as issuer (the “Company”), and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).


 


Each party to this Indenture
(as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined
below) of the Company’s 2.125% Convertible Senior Notes due 2028 (the “Notes”).


 


Article 1.       DEFINITIONS;
RULES OF CONSTRUCTION


 


Section 1.01
       Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


“Conversion Rate”
initially means 38.1432 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that the Conversion
Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers
to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to
be to the Conversion Rate as of the Close of Business on such date.


 


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


 


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


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-seventy-fifth (1/75th) of the product of (A) the Conversion Rate
on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily Maximum Cash
Amount” means, with respect to a conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount
applicable to such conversion by (B) seventy-five (75).


 


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


 


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


 


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


 






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“Default Settlement
Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,
however, that (x) subject to Section 5.03(A)(iii), the Company may, from time to time, change the Default Settlement
Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent (it being understood
that no such change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant
to this Indenture); and (y) the Default Settlement Method will be subject to Section 5.03(A)(ii).


 


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


 


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


 


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


 


“Electronic Means”
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services hereunder.


 


“Ex-Dividend Date”
means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution
(including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative
trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number
will not be considered “regular way” for this purpose.


 


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


 


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


 


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


 


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


 






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“Fundamental Change”
means any of the following events:


 


(A)    a
 “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company
or its Wholly Owned Subsidiaries, files any report with the SEC indicating that such person or group has become the direct or indirect
 “beneficial owner” (as defined below) of shares of the Company’s common equity representing more than fifty percent
(50%) of the voting power of all of the Company’s then-outstanding common equity;


 


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


 


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


 


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


 


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


 






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For the purposes of this definition,
whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined
in accordance with Rule 13d-3 under the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchasers”
means Goldman Sachs & Co. LLC and Moelis & Company LLC.


 


“Interest Payment
Date” means, with respect to a Note, each March 15 and September 15 of each year, commencing on September 15,
2022 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity
Date is an Interest Payment Date.


 


“Issue Date”
means March 7, 2022.


 


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


 






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“Last Reported Sale
Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,
the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last
bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the
principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on
a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price
per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization.
If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the
last bid price and the last ask price per share of Common Stock on such Trading Day from each of at least three (3) nationally recognized
independent investment banking firms selected by the Company, which may include any of the Initial Purchasers. Neither the Trustee nor
the Conversion Agent will have any duty to determine the Last Reported Sale Price.


 


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


 


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


 


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


 


(B)    in
the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and including,
the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related
Redemption Date;


 


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


 






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


 


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


 


“Maturity Date”
means March 15, 2028.


 


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


 


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


 


“Notes”
means the 2.125% Convertible Senior Notes due 2028 issued by the Company pursuant to this Indenture.


 


“Observation Period”
means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note
occurs before the eightieth (80th) Scheduled Trading Day immediately before the Maturity Date, the seventy-five (75) consecutive VWAP
Trading Days beginning on, and including, the second (2nd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion
Date occurs on or after the date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(F) and
on or before the second (2nd) Business Day before the related Redemption Date, the seventy-five (75) consecutive VWAP Trading Days beginning
on, and including, the seventy-sixth (76th) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause
(B) above, if such Conversion Date occurs on or after the eightieth (80th) Scheduled Trading Day immediately before the Maturity
Date, the seventy-five (75) consecutive VWAP Trading Days beginning on, and including, the seventy-sixth (76th) Scheduled Trading Day
immediately before the Maturity Date.


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the
Company.


 






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


 


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


 


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


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.


 


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


 


“Purchase Agreement”
means that certain Purchase Agreement, dated March 2, 2022, between the Company and the Initial Purchasers.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


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


 


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


 


“Significant Subsidiary”
means, with respect to any Person, any Subsidiary that is not a securitization entity of such Person that constitutes, or any group of
Subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act) of such Person.


 


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


 


“Specified Dollar
Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per
$1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share of Common Stock).


 


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


 






    9


     


    

 


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


 


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


 


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


 






    10


     


    

 



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 1.02        Other
Definitions.


 


	Term	 	Defined in Section	 
	“Applicable Law”	 	 	11.16	(B)
	“Additional Shares”	 	 	5.07	(A)
	“Business Combination Event”	 	 	6.01	(A)
	“Cash Settlement”	 	 	5.03	(A)
	“Combination Settlement”	 	 	5.03	(A)
	“Common Stock Change Event”	 	 	5.09	(A)
	“Conversion Agent”	 	 	2.06	(A)
	“Conversion Consideration”	 	 	5.03	(B)
	“Default Interest”	 	 	2.05	(B)
	“Defaulted Amount”	 	 	2.05	(B)
	“Event of Default”	 	 	7.01	(A)
	“Expiration Date”	 	 	5.05	(A)(v)
	“Expiration Time”	 	 	5.05	(A)(v)
	“Fundamental Change Notice”	 	 	4.02	(E)
	“Fundamental Change Repurchase Right”	 	 	4.02	(A)
	“Initial Notes”	 	 	2.03	(B)
	“Measurement Period”	 	 	5.01	(C)(i)(2)
	“Partial Redemption Limitation”	 	 	4.03	(J)
	“Paying Agent”	 	 	2.06	(A)
	“Physical Settlement”	 	 	5.03	(A)
	“Redemption Notice”	 	 	4.03	(F)
	“Reference Property”	 	 	5.09	(A)
	“Reference Property Unit”	 	 	5.09	(A)
	“Register”	 	 	2.06	(B)
	“Registrar”	 	 	2.06	(A)
	“Reporting Event of Default”	 	 	7.03	(A)
	“Specified Courts”	 	 	11.07	 
	“Spin-Off”	 	 	5.05	(A)(iii)(2)
	“Spin-Off Valuation Period”	 	 	5.05	(A)(iii)(2)
	“Stated Interest”	 	 	2.05	(A)
	“Successor Entity”	 	 	6.01	(A)
	“Successor Person”	 	 	5.09	(A)
	“Tender/Exchange Offer Valuation Period”	 	 	5.05	(A)(v)
	“Trading Price Condition”	 	 	5.01	(C)(i)(2)



 






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Section 1.03        Rules of
Construction.


 


For purposes of this Indenture:


 


(A)            “or”
is not exclusive;


 


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


 


(C)            “will”
expresses a command;


 


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


 


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


 


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


 


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


 


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


 


Article 2.     THE
NOTES


 


Section 2.01Form,
Dating and Denominations.


 


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


 


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


 


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


 


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


 


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


 






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Section 2.02        Execution,
Authentication and Delivery.


 


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


 


(B)            Authentication
by the Trustee and Delivery.


 


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


 


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


 


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


 


Section 2.03        Designation
and Amount; Initial Notes and Additional Notes.


 


(A)            Designation
and Amount. The Notes will be designated as the “2.125% Convertible Senior Notes due 2028.” The aggregate principal amount
of Notes that may be authenticated and delivered under this Indenture is initially limited to two hundred seventy million dollars ($270,000,000),
subject to Section 2.03(C) and except for Notes authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of other Notes to the extent expressly permitted hereunder.


 


(B)            Initial
Notes. On the Issue Date, there will be originally issued two hundred twenty five million dollars ($225,000,000) aggregate principal
amount of Notes, subject to the provisions of this Indenture (including Section 2.02). If the Initial Purchasers exercise
the Shoe Option, then there will be originally issued up to an additional forty five million dollars ($45,000,000) principal amount of
Notes pursuant to such exercise, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant
to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture
as the “Initial Notes.”


 


(C)            Additional
Notes. Without the consent of any Holder, the Company may, subject to the provisions of this Indenture (including Section 2.02),
originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date
as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and the Last Original Issue Date of
such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank
equally and ratably with all other, Notes issued under this Indenture; provided, however, that if any such additional Notes
are not fungible with other Notes issued under this Indenture for federal income tax or federal securities laws purposes, then such additional
Notes will be identified by a separate CUSIP number or by no CUSIP number.


 






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Section 2.04        Method
of Payment.


 


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


 


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


 


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


 


(A)            Accrual
of Interest. Each Note will accrue interest at a rate per annum equal to 2.125% (the “Stated Interest”), plus any
Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively. Stated Interest
on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for
(or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note
as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment
of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without duplication
of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date
set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding
Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.


 






    15


    


    

 


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


 


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


 


Section 2.06        Registrar,
Paying Agent and Conversion Agent.


 


(A)           Generally.
The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration
of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where
Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United
States where Notes may be presented for conversion (the “Conversion Agent”). The Company hereby designates the corporate
trust offices of the Trustee in the United States, as such office. If the Company fails to maintain a Registrar, Paying Agent or Conversion
Agent, then the Trustee will act as such. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying
Agent or Conversion Agent.


 


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


 






    16


    


    

 


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


 


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


 


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


 


The Company will require each
Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the
benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify
the Trustee of any default by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee, while
any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property
held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries)
will have no further liability for such money or property. If the Company or any of its Subsidiaries acts as Paying Agent or Conversion
Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other
property held by it as Paying Agent or Conversion Agent by 12:00 P.M., New York City time on the payment date thereof; and (B) references
in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other
property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to
the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding
of such cash or other property, respectively. Upon the occurrence of any event pursuant to clause (viii) or (ix) of
Section 7.01(A) with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent
or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.


 


Section 2.08        Holder
Lists.


 


If the Trustee is not the
Registrar, the Company will furnish to the Trustee, on or before each Interest Payment Date, and at such other times as the Trustee may
request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders.


 


Section 2.09        Legends.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)            Restricted
Stock Legend.


 


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


 


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


 






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Section 2.10        Transfers
and Exchanges; Certain Transfer Restrictions.


 


(A)            Provisions
Applicable to All Transfers and Exchanges.


 


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


 


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


 


(iii)           The
Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of
Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges
pursuant to Sections 2.11, 2.17 or 8.05 not involving any transfer.


 


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


 


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


 


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


 


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


 


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


 






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(B)            Transfers
and Exchanges of Global Notes.


 


(i)            Subject
to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (1) by the Depositary to a
nominee of the Depositary; (2) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (3) by
the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion
thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged,
pursuant to customary procedures, for one or more Physical Notes if:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(C)            Transfers
and Exchanges of Physical Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(3)            in
the case of a transfer:


 


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


 


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


 


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


 


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


 


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


 


(ii)           remove
such Restricted Note Legend; or


 






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


 


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


 


(F)            Endorsements
and Transfer Instruments. Every Note presented or surrendered for registration or transfer or exchange shall be duly endorsed or accompanied
by an assignment form and, if applicable, a transfer certificate each in the form included in Exhibit A, and completed in
a manner reasonably satisfactory to the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing.


 


Section 2.11        Exchange
and Cancellation of Notes to be Converted or Repurchased.


 


(A)            Partial
Conversions and Repurchases of Physical Notes. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5
or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such
Physical Note is surrendered for such conversion, redemption or repurchase, the Company will cause such Physical Note to be exchanged,
pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and
have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or repurchased,
and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal
amount to be so converted, redeemed or repurchased, which Physical Note will be converted, redeemed or repurchased, as applicable, pursuant
to the terms of this Indenture; provided, however, that the Physical Note referred to in this clause (ii) need
not be issued at any time after which such principal amount subject to such conversion, redemption or repurchase is deemed to cease to
be outstanding pursuant to Section 2.18.


 






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(B)            Cancellation
of Converted and Repurchased Notes.


 


(i)            Physical
Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A))
of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption,
then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18
and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical Note will
be cancelled pursuant to Section 2.15; and (2) in the case of a partial conversion, redemption or repurchase, the Company
will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02,
one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal
amount of such Physical Note that is not to be so converted or repurchased; (y) are registered in the name of such Holder; and (z) bear
each legend, if any, required by Section 2.09.


 


(ii)           Global
Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant to a
Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding
pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal
to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable, by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note
is zero following such notation, cancel such Global Note pursuant to Section 2.15).


 


Section 2.12        Removal
of Transfer Restrictions.


 


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


 






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Section 2.13        Replacement
Notes.


 


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


 


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


 


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


 


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


 


Section 2.15        Cancellation.


 


Without limiting the generality
of Section 3.08, the Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent
and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion.
The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality
of Section 2.03(C), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled
upon transfer, exchange, payment or conversion.


 


Section 2.16        Notes
Held by The Company or Its Affiliates.


 


Without limiting the generality
of Section 3.08, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided,
however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.


 






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Section 2.17        Temporary
Notes.


 


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


 


Section 2.18        Outstanding
Notes.


 


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


 


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


 


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


 


(D)            Notes
to Be Converted. At the Close of Business on (i) the Conversion Date for a Note (or any portion thereof), in the case of Physical
Settlement, or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Cash Settlement or Combination
Settlement, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest
due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding,
except to the extent provided in Section 5.02(D) or Section 5.08.


 






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


 


Section 2.19        Repurchases
by The Company.


 


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


 


Section 2.20        CUSIP
and ISIN Numbers.


 


Subject to Section 2.12,
the Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such
CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation
as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected
by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP
or ISIN number(s) identifying any Notes.


 


Article 3.     COVENANTS


 


Section 3.01        Payment
on Notes.


 


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


 


(B)            Deposit
of Funds. All amounts due under Section 3.01(A) shall be deemed to have been paid if the Company deposits or causes there
to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the
applicable Notes on such date on or prior to 12:00 P.M., New York City time on such date. The Paying Agent will return to the Company,
as soon as practicable, any money not required for such purpose.


 


Section 3.02        Exchange
Act Reports.


 


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


 






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(B)            Trustee’s
Disclaimer. The Trustee need not determine whether the Company has filed or furnished any material via the EDGAR system (or such successor).
The sending, filing or furnishing of reports pursuant to Section 3.02(A) will not be deemed to constitute constructive
notice to the Trustee of any information contained, or determinable from information contained, therein, including the Company’s
compliance with any of its covenants under this Indenture.


 


Section 3.03        Rule 144A
Information.


 


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


 


Section 3.04Additional
Interest.


 


(A)            Accrual
of Additional Interest.


 


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


 


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


 


(2)            such
Note is not otherwise Freely Tradable,


 


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


 


(ii)            In
addition, Additional Interest will accrue on a Note on each day on which such Note is not Freely Tradable on or after the fifteenth (15th)
day after the Free Trade Date of such Note.


 


(B)            Amount
and Payment of Additional Interest. Any Additional Interest that accrues on a Note pursuant to Section 3.04(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one
quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest accrues and,
thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however,
that in no event will Additional Interest, together with any Special Interest, accrue on any day on a Note at a combined rate per annum
that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Additional Interest that accrues on a Note will be in addition
to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any
Special Interest that accrues on such Note.


 






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


 


Section 3.05        Compliance
Certificates.


 


Within ninety (90) days after
December 31, 2022 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate
to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries
during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to
such signatory’s knowledge, a Default or Event of Default has occurred and is continuing (and, if so, describing all such Defaults
or Events of Default and what action the Company is taking or proposes to take with respect thereto).


 


Section 3.06        Stay,
Extension and Usury Laws.


 


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


 


Section 3.07        Corporate
Existence.


 


Subject to Article 6,
the Company will cause to preserve and keep in full force and effect its corporate existence; provided, however, subject
to the other provisions of this Indenture, nothing in this Section 3.07 will prohibit the Company from converting into a U.S.
limited liability company.


 






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Section 3.08        Restriction
on Acquisition of Notes by The Company and Its Affiliates.


 


The Company will promptly
deliver to the Trustee for cancellation all Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired. The
Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial
interest therein).


 


Article 4.     REPURCHASE
AND REDEMPTION


 


Section 4.01        No
Sinking Fund.


 


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


 


Section 4.02        Right
of Holders to Require The Company to Repurchase Notes Upon a Fundamental Change.


 


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


 


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


 


(C)            Fundamental
Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s
choosing that is no more than thirty-five (35), nor less than twenty (20), Business Days after the date the Company sends the related
Fundamental Change Notice pursuant to Section 4.02(E).


 






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


 


(E)            Fundamental
Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will send
to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”).


 


Such Fundamental Change Notice
must state:


 


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


 


(ii)           the
effective date of such Fundamental Change;


 


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


 


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


 


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


 


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


 


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


 


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


 






    30


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(H)            Third
Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section 4.02,
the Company will be deemed to satisfy its obligations under this Section 4.02 if one or more third parties conduct any Repurchase
Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would
have satisfied the requirements of this Section 4.02 if conducted directly by the Company.


 






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


 


(J)             Compliance
with Applicable Securities Laws. To the extent applicable, the Company will comply with all federal and state securities laws in connection
with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required
Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this
Indenture.


 


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


 


Section 4.03        Right
of the Company to Redeem the Notes.


 


(A)            No
Right to Redeem Before March 20, 2025. The Company may not redeem the Notes at its option at any time before March 20, 2025.


 


(B)            Right
to Redeem the Notes on or After March 20, 2025. Subject to the terms of this Section 4.03 (including, for the avoidance
of doubt, Section 4.03(J)), the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination,
of the Notes, at any time, and from time to time, on a Redemption Date on or after March 20, 2025 and on or before the seventy-fifth
(75) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if
the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each
of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including,
the Trading Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such
Redemption Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change
with respect to such Notes pursuant to clause (B) of the definition thereof.


 






    33


    


    

 


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


 


(D)            Redemption
Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than one hundred
(100), nor less than eighty (80), Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided, however,
that if, in accordance with Section 5.03(A)(i)(3), the Company has elected to settle all conversions of Notes with a Conversion
Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day immediately before the Redemption
Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day no more than sixty
(60), nor less than fifteen (15), calendar days after such Redemption Notice Date.


 


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


 


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


 


Such Redemption Notice must state:


 


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


 






    34


    


    

 



 


(ii)            the
Redemption Date for such Redemption;


  


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


 


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


 


(v)            that
Notes called for Redemption may be converted at any time before the Close of Business on the second (2nd) Business Day immediately before
the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such
time as the Company pays such Redemption Price in full);


 


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


 


(vii)            the
Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date
and on or before the second (2nd) Business Day before such Redemption Date; and


 


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


 


At least five (5) Business Days (or such shorter
time as agreed by the Trustee) before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee
and the Paying Agent.


 


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


 


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


 


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


 


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


 






    35


     


    

 


(I)            Special
Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03,
and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the
Close of Business on the seventy-seventh (77th) Scheduled Trading Day (or, if, in accordance with Section 5.03(A)(i)(3), the
Company has elected to settle all conversions of Notes with a Conversion Date that occurs on or after the Redemption Notice Date for such
Redemption and on or before the second (2nd) Business Day immediately before the Redemption Date by Physical Settlement, the tenth (10th)
calendar day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is
to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day immediately before such Redemption
Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03 and
Sections 5.01(C)(i)(4) and 5.07.


 


(J)            Partial
Redemption Limitation. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03,
then the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate
principal amount of Notes set forth in such Redemption Notice as being subject to Redemption must be at least one hundred million dollars
($100,000,000) (such requirement, the “Partial Redemption Limitation”).


 


Article 5.     CONVERSION


 


Section
5.01         Right
to Convert.


 


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


 


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


 


(C)            When
Notes May Be Converted.


 


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


 


(1)            Conversion
upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter (and only during
such calendar quarter) commencing after the calendar quarter ending on March 31, 2022, if the Last Reported Sale Price per share
of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price for each of at least twenty (20) Trading Days (whether
or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately
preceding calendar quarter.


 






    36


     


    

 


(2)            Conversion
upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5) consecutive Business Days
immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement
Period”) if the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance
with the procedures set forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product
of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. The condition
set forth in the preceding sentence is referred to in this Indenture as the “Trading Price Condition.”


 


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


 


(3)            Conversion
upon Specified Corporate Events.


 


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


 


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


 






    37


     


    

 


(II)            distribute,
to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities,
which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding fifteen percent
(15%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,


 


then, in either case, (x) the Company
will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at
least eighty (80) Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such
notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before
such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, that if the Company
is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not
elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)),
then the Company may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date,
in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company
provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement
by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions
will be settled by Physical Settlement.


 


(b)            Certain
Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to clause
(B) of the definition thereof) or Common Stock Change Event occurs, then, in each case, Holders may convert their Notes at any
time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after
such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change),
to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide
the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible
pursuant to this sentence will be extended by the number of Business Days from, and including, the second (2nd) Business Day after such
effective date to, but excluding, the date the Company provides such notice. No later than such effective date, the Company will send
notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to
convert Notes.


 






    38


     


    

 


(4)            Conversion
upon Redemption. If the Company calls any Note for Redemption, then the Holder of such Note may convert such Note at any time before
the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date (or, if the Company fails to pay
the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full).


 


(5)            Conversions
During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, September 15, 2027 until the
Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


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


 


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


 


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


 


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


 


(3)            if
the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note
after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the
Company fails to pay the Redemption Price for such Note in accordance with this Indenture; and


 


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


 






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Section
5.02       Conversion
Procedures.


 


(A)            Generally.


 


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


 


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


 


(B)            Effect
of Converting a Note. At the Close of Business on (i) the Conversion Date for a Note (or any portion thereof), in the case of
Physical Settlement or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Cash Settlement
or Combination Settlement, such Note (or such portion thereof) will (unless there occurs a Default in the delivery of the Conversion Consideration
or interest due pursuant to Section 5.03(B) or 5.02(D), upon such conversion) be deemed to cease to be outstanding
(and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business
on such Conversion Date), except to the extent provided in Section 5.02(D).


 


(C)            Holder
of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion of any Note will be
deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such conversion, in
the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of
Combination Settlement.


 


(D)            Interest
Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the next
Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding
such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on
or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but
excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest
Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to the Conversion Agent, at the time of such
surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above; provided, however,
that the Holder surrendering such Note for conversion need not deliver such cash (w) if the Company has specified a Redemption Date
that is after such Regular Record Date and on or before the second (2nd) Business Day immediately after such Interest Payment Date; (x) if
such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (y) if the Company has specified
a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest
Payment Date; or (z) to the extent of any overdue interest or interest that has accrued on any overdue interest. For the avoidance
of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is
after the Regular Record Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would
have accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted
is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such
Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to,
but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount
pursuant to the first sentence of this Section 5.02(D).


 






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


 


(F)            Conversion
Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent receives
any notice of conversion with respect to a Note, then the Conversion Agent will promptly (and, in any event, no later than the Business
Day following the date the Conversion Agent receives such Note or notice) notify the Company and the Trustee of such occurrence, together
with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Conversion Date for
such Note.


 


Section
5.03         Settlement
upon Conversion.


 


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


 


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


 


(1)            subject
to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after eightieth (80th) Scheduled
Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send notice of
such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on the eightieth (80th) Scheduled Trading
Day immediately before the Maturity Date;


 






    41


     


    

 


(2)            subject
to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion
Date occurs before the eightieth (80th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice
of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day
immediately after such Conversion Date;


 


(3)            if
any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption
of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to
Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or
after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (2) if
such Redemption Date occurs on or after eightieth (80th) Scheduled Trading Day immediately before the Maturity Date, then such Settlement
Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion
Date that occurs on or after eightieth (80th) Scheduled Trading Day immediately before the Maturity Date;


 


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


 


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


 


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


 


(7)            the
Settlement Method will be subject to Sections 4.03(D) and 5.01(C)(i)(3)(a).


 






    42


     


    

 


(ii)            The
Company’s Right to Irrevocably Fix the Settlement Method. The Company will have the right, exercisable at its election by sending
notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement
Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders;
or (2) irrevocably elect Combination Settlement to apply to all conversions of Notes with a Conversion Date that occurs on or after
the date such notice is sent to Holders, and eliminate a Specified Dollar Amount or range of Specified Dollar Amounts that will apply
to such conversions, provided, in each case, that (w) the Settlement Method(s) so elected pursuant to clause (1) or
(2) above must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect
(for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (x) no
such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to be elected)
with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(K) or this Section 5.03(A));
(y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically
be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above,
the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount
that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method and expressly
state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date
such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need
to amend this Indenture or the Notes, including pursuant to Section 8.01(K) (it being understood, however, that the Company
may nonetheless choose to execute such an amendment at its option).


 


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


 


(B)            Conversion
Consideration.


 


(i)            Generally.
Subject to Sections 5.03(B)(ii) and 5.03(B)(iii) and Section 5.09(A)(2), the type and amount
of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted
will be as follows:


 


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


 


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


 






    43


     


    

 


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


 


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


 


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


 


(iv)            Notice
of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note, then
the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation
Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same. Neither the Trustee nor the Conversion
Agent will have any duty to make any such determination.


 


(C)            Delivery
of the Conversion Consideration. Except as set forth in Sections 5.05(A), 5.05(D) and 5.09, the Company
will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if
Cash Settlement or Combination Settlement applies to such conversion, on the second (2nd) Business Day immediately after the last VWAP
Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on the second
(2nd) Business Day immediately after the Conversion Date for such conversion; provided, however, that if Physical Settlement
applies to the conversion of any Note with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date,
then, solely for purposes of such conversion, (x) the Company will pay or deliver, as applicable, the Conversion Consideration due
upon such conversion on the Maturity Date (or, if the Maturity Date is not a Business Day, the next Business Day); and (y) the Conversion
Date will instead be deemed to be the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 






    44


     


    

 


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


  


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


 


(A)            Stock
Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved
shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming
(x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant
to which the Conversion Rate may be increased pursuant to Section 5.07. To the extent the Company delivers shares of Common
Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the Notes to the issuance
of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.


 


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


 


Section 5.05        Adjustments
to the Conversion Rate.


 


(A)            Events
Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:


 


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


 


 


 






    45


     


    

 


where:


 


	CR0	=	the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.



 


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


 


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


 


 


 


where:


 


	CR0	=	the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;



 






    46


     


    

 


	OS	=	the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date;



 


	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and



 


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



 


To the extent that shares of Common
Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants
not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the
Conversion Rate for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered
upon exercise of such rights, option or warrants. To the extent such rights, options or warrants are not so distributed, the Conversion
Rate will be readjusted to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights,
options or warrants not occurred.


 


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


 


(iii)            Spin-Offs
and Other Distributed Property.


 


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


 


(w)            dividends
or distributions described in Section 5.05(A)(i), 5.05(A)(ii) or 5.05(A)(iv);


 


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


 






    47


     


    

 


(y)            Spin-Offs
of the type described in Section 5.05(A)(iii)(2); and


 


(z)            a
distribution solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 5.09 will apply,
then the Conversion Rate will be increased based on the following formula:


 


 


 


where:


 


	 	CR0	=	the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;



 


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



 


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



 


provided,
however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion
Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution,
at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of shares
of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received if such
Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.


 


To the extent such distribution is not
so paid or made, or such rights, options or warrants are not exercised before their expiration (including as a result of being redeemed
or terminated), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made
on the basis of only the distribution, if any, actually made or paid or on the basis of the distribution of only such rights, options
or warrants, if any, that were actually exercised, if at all.


 






    48


     


    

 


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


 


 


 


where:


 


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



 


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



 


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



 


		SP	=	the average of the Last Reported Sale Prices per share of Common Stock over the Spin-Off Valuation
Period.



 


The adjustment to the Conversion Rate
pursuant to this Section 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the
Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with
retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the
applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period,
then, notwithstanding anything to the contrary in this Indenture or the Notes, the Company will, if necessary, delay the settlement of
such conversion until the third (3rd) Business Day after the last day of the Spin-Off Valuation Period.


 






    49


     


    

 


To the extent any dividend or distribution
of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted
to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if
any, actually made or paid.


 


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


 


 


 


where:


 


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



 


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



 


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



 


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



 


provided,
however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate,
each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution,
at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash that such
Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate
in effect on such record date.


 


To the extent such dividend or distribution
is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment
been made on the basis of only the dividend or distribution, if any, actually made or paid.


 


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


 






    50


     


    

 


 


 


where:


 


		CR0	=	the Conversion Rate in effect immediately before the time
(the “Expiration Time”) such tender or exchange offer expires;



 


		CR1	=	the Conversion Rate in effect immediately after the Expiration
Time;



 


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



 


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



 


		OS1	=	the number of shares of Common Stock outstanding immediately
after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
and



 


		SP	=	the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive
Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately
after the Expiration Date;



 


provided,
however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to
the extent provided in the immediately following paragraph. The adjustment to the Conversion Rate pursuant to this Section 5.05(A)(v) will
be calculated as of the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect
immediately after the Expiration Time, with retroactive effect. If a Note is converted and the Conversion Date (in the case of Physical
Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs
during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Indenture or the Notes, the
Company will, if necessary, delay the settlement of such conversion until the third (3rd) Business Day after the last day of the Tender/Exchange
Offer Valuation Period.


 


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


 






    51


     


    

 


(B)            No
Adjustments in Certain Cases.


 


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


 


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


 


(1)            except
as otherwise provided in Section 5.05, the sale of shares of Common Stock for a purchase price that is less than the market
price per share of Common Stock or less than the Conversion Price;


 


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


 


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


 


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


 


(5)            stock
buybacks (including accelerated stock buybacks) that do not constitute a tender offer or exchange offer;


 


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


 


(7)            accrued
and unpaid interest on the Notes.


 






    52


     


    

 


(C)            The
Deferral Exception. If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change
of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the
Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the
earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion
Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental
Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes for Redemption; and (v) September 15,
2027.


 


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


 


(i)            a
Note is to be converted and Physical Settlement or Combination Settlement applies to such conversion;


 


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


 


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


 


(iv)            such
shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),


 


then, solely for purposes of such conversion,
the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or
such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required to
deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined,
then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date.


 


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


 


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


 


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


 






    53


     


    

 


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


 


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


 


(v)            such
shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),


 


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


 


(F)            Stockholder
Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of such conversion, the
Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently
with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the rights set forth in
such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case,
the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1) on account of such separation as if, at the
time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common
Stock, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.


 


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


 






    54


     


    

 


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


 


(I)            Calculations.
All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest cent (with 0.5 of a cent rounded
upward) or to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward), as applicable.


 


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


 


Section 5.06         Voluntary
Adjustments.


 


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


 


(B)            Notice
of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to this Section 5.06,
then, at least fifteen (15) Business Days before such increase, the Company will send notice to each Holder, the Trustee and the Conversion
Agent of such increase, the amount thereof and the period during which such increase will be in effect.


 


Section 5.07         Adjustments
To The Conversion Rate In Connection With A Make-Whole Fundamental Change.


 


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


 


	 	 	Stock Price
	Effective Date	 	$19.42	 	$21.00	 	$24.00	 	$26.22	 	$30.00	 	$34.08	 	$40.00	 	$50.00	 	$75.00	 	$100.00	 	$150.00	 	$200.00	 	$250.00	 	$300.00
	March 7, 2022	 	13.3501	 	11.6352	 	9.1558	 	7.7883	 	6.0670	 	4.7767	 	3.5320	 	2.3204	 	1.0823	 	0.6122	 	0.2405	 	0.0926	 	0.0264	 	0.0000
	March 15, 2023	 	13.3501	 	11.3443	 	8.7467	 	7.3349	 	5.5877	 	4.3078	 	3.1073	 	1.9844	 	0.9020	 	0.5080	 	0.1973	 	0.0728	 	0.0183	 	0.0000
	March 15, 2024	 	13.3501	 	11.1629	 	8.3808	 	6.8947	 	5.0947	 	3.8151	 	2.6603	 	1.6380	 	0.7269	 	0.4114	 	0.1594	 	0.0565	 	0.0125	 	0.0000
	March 15, 2025	 	13.3501	 	10.8729	 	7.8633	 	6.2921	 	4.4440	 	3.1872	 	2.1150	 	1.2412	 	0.5431	 	0.3124	 	0.1209	 	0.0403	 	0.0065	 	0.0000
	March 15, 2026	 	13.3501	 	10.4214	 	7.1021	 	5.4264	 	3.5473	 	2.3627	 	1.4483	 	0.8012	 	0.3576	 	0.2120	 	0.0819	 	0.0249	 	0.0014	 	0.0000
	March 15, 2027	 	13.3501	 	9.7662	 	5.9013	 	4.0667	 	2.2207	 	1.2544	 	0.6688	 	0.3606	 	0.1785	 	0.1092	 	0.0420	 	0.0113	 	0.0000	 	0.0000
	March 15, 2028	 	13.3501	 	9.4757	 	3.5233	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000	 	0.0000



 






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


 


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


 


(ii)            if
the Stock Price is greater than $300.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings
of the table above are adjusted pursuant to Section 5.07(B)), or less than $19.42 (subject to adjustment in the same manner),
per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything to
the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 51.4933 shares
of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time
and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


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


 


(B)            Adjustment
of Stock Prices and Number of Additional Shares. The Stock Prices in the first row (i.e., the column headers) of the table
set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for
which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional Shares
in the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same
events for which, the Conversion Rate is adjusted pursuant to Section 5.05(A).


 


(C)            Notice
of the Occurrence of a Make-Whole Fundamental Change. The Company will notify the Holders, the Trustee and the Conversion Agent of
each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with
Section 5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance
with Section 4.03(F).


 


(D)            Settlement
of Cash Make-Whole Fundamental Changes. For the avoidance of doubt, if holders of Common Stock receive solely cash in a Make-Whole
Fundamental Change, then, pursuant to Section 5.09, conversions of Notes will thereafter be settled no later than the third
(3rd) Business Day after the relevant Conversion Date.


 






    56


     


    

 


Section 5.08       Exchange
In Lieu Of Conversion.


 


Notwithstanding anything to
the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted for conversion,
the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company.
To make such election, the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent
before the Close of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such
election, then:


 


(A)            no
later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver)
such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions,
if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the manner
and at the time the Company would have had to deliver the same pursuant to this Article 5;


 


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


 


(C)            such
Note will not cease to be outstanding by reason of such exchange in lieu of conversion; provided, however, that if such
financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company will be responsible
for delivering such Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company had
not elected to make an exchange in lieu of conversion.


 


Section 5.09        Effect
Of Common Stock Change Event.


 


(A)            Generally.
If there occurs any:


 


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


 


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


 


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


 






    57


     


    

 


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


 


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


 


(2)            if
such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions
whose Conversion Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such conversions
no later than the third (3rd) Business Day after the relevant Conversion Date; and


 


(3)            for
these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of
a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith
by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).


 


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


 


At or before the effective
time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common
Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant
to Section 8.01(D), which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set
forth in this Section 5.09; and (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) in
a manner consistent with this Section 5.09. If the Reference Property includes shares of stock or other securities or assets
(other than cash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and
such supplemental indenture will contain such additional provisions the Company reasonably determines are appropriate to preserve the
economic interests of the Holders.


 






    58


     


    

 


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


 


Article 6.     SUCCESSORS


 


Section 6.01       When
The Company May Merge, Etc.


 


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


 


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


 


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


 


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


 


Section 6.02      Successor
Entity Substituted.


 


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


 






    59


     


    

 



 


Section 6.03Exclusion
For Asset Transfers With Wholly Owned Subsidiaries.


 


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


 


Article 7.     DEFAULTS
AND REMEDIES


 


Section 7.01Events
Of Default.


 


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


 


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


 


(ii)           a
default in payment of any interest under the Notes, which default continues for thirty (30) days;


 


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


 


(iv)          a
default in the payment or delivery when due of the consideration due upon conversion of any Note, which default continues for five (5) days;


 


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


 


(vi)          the
Company’s failure to comply with any of its other agreements in the Notes or this Indenture upon the Company’s receipt of
notice of such default from the Trustee or from Holders of not less than twenty five percent (25%) in aggregate principal amount of the
Notes, and the failure to cure (or obtain a waiver of) such default within seventy-five (75) days after receipt of such notice;


 


(vii)         a
default in the payment of principal by the end of any applicable grace period or resulting in acceleration of other indebtedness of the
Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds
twenty five million dollars ($25,000,000), provided that if any such default is cured, waived, rescinded or annulled, then the
Event of Default by reason thereof would be deemed not to have occurred;


 


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


 


(1)            commences
(as a debtor) a voluntary case or proceeding;


 


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


 


(3)            consents
to the appointment of a custodian of it or for all or substantially all of its property;


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 7.02Acceleration.


 


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


 


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


 


(C)            Rescission
of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders of more than 50% of the aggregate
principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration
of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction;
and (ii) all existing Events of Default (except the non-payment of principal of, or interest on, the Notes that has become due solely
because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent
thereto.


 






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Section 7.03Sole
Remedy For A Failure To Report.


 


(A)            Generally.
Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default
(a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Company’s
failure to comply with Section 3.02 will, for each of the first one hundred and eighty (180) calendar days on which a Reporting
Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has
made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the
relevant Reporting Event of Default from, and including, the one hundred and eighty first (181st) calendar day on which a Reporting Event
of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special
Interest will cease to accrue on any Notes from, and including, such one hundred and eighty first (181st) calendar day (it being understood
that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).


 


(B)            Amount
and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will be
payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one
quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues and, thereafter,
at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however, that in
no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum that exceeds
one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated
Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest
that accrues on such Note.


 


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


 


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


 






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


 


Section 7.04Other
Remedies.


 


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


 


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


 


Section 7.05Waiver
Of Past Defaults.


 


The Holders of more than 50%
of the aggregate principal amount of the outstanding Notes may, on behalf of all Holders: (A) waive compliance by the Company with
restrictive provisions of this Indenture; or (B) waive any past Default under this Indenture and its consequences, except a Default
in the payment of any amount due, or in the obligation to deliver the consideration due upon conversion, with respect to any Note or in
respect of any provision that, under this Indenture, cannot be modified or amended without the consent of the Holder of each outstanding
Note affected. If an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to
be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent
or other Default or Event of Default or impair any right arising therefrom.


 


Section 7.06Control
By Majority.


 


Holders of more than 50% of
the aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01, the Trustee determines may be unduly
prejudicial to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered security and indemnity
satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such
direction.


 


Section 7.07Limitation
On Suits.


 


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


 






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


 


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


 


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


 


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


 


(E)            during
such sixty (60) calendar day period, Holders of more than 50% of the aggregate principal amount of the Notes then outstanding do not deliver
to the Trustee a direction that is inconsistent with such request.


 


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


 


Section 7.08Absolute
Right Of Holders To Institute Suit For The Enforcement Of The Right To Receive Payment And Conversion Consideration.


 


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


 


Section 7.09Collection
Suit By Trustee.


 


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


 


Section 7.10Trustee
May File Proofs Of Claim.


 


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


 






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Section 7.11Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 7.12Undertaking
For Costs.


 


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


 






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Article 8.     AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


Section 8.01Without
The Consent Of Holders.


 


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


 


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


 


(B)          evidence
a successor to the Company and the assumption by that successor of the Company’s obligations under this Indenture and the Notes;


 


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


 


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


 


(E)             secure
the Company’s obligations in respect of the Notes;


 


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


 


(G)            provide
for or confirm the issuance of additional Notes pursuant to this Indenture;


 


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


 


(I)            conform
the provisions of this Indenture and the Notes to the “Description of Notes” Section of the Company’s Preliminary
Offering Memorandum, dated March 2, 2022, as supplemented by the related Pricing Term Sheet, dated March 2, 2022;


 


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


 


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


 


(L)             make
any other change that does not adversely affect the rights of the Holders in any material respect.


 






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Section 8.02With
The Consent Of Holders.


 


(A)            Generally.
Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may,
with the consent of the Holders of more than 50% of the aggregate principal amount of the Notes then outstanding, amend or supplement
this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary
in the foregoing sentence, without the consent of each affected Holder, no amendment or supplement to this Indenture or any Note, or waiver
of any provision of this Indenture or any Note, may:


 


(i)            alter
the manner of calculation or rate of accrual of interest on the Note or change the time of payment;


 


(ii)           make
the Note payable in money or securities other than that stated in the Note;


 


(iii)          change
the stated maturity of the Note;


 


(iv)          reduce
the principal amount, Redemption Price or Fundamental Change Repurchase Price with respect to the Note;


 


(v)           make
any change that adversely affects the right to require the Company to repurchase the Note at the option of the Holder thereof;


 


(vi)         impair
the right to institute suit for the enforcement of any payment with respect to the Note or with respect to conversion of the Note;


 


(vii)         change
the currency of payment of principal of, or interest on, the Note;


 


(viii)        except
as otherwise permitted or contemplated by Section 5.09, adversely affect the conversion rights (including in connection with
any Make-Whole Fundamental Change) of the Note; or


 


(ix)          change
the provisions in this Indenture that relates to modifying or amending this Indenture.


 


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


 


Section 8.03Notice
Of Amendments, Supplements And Waivers.


 


Promptly after any amendment,
supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the Holders and the
Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states
the effective date thereof. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity
of such amendment, supplement or waiver.


 






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Section 8.04Revocation,
Effect And Solicitation Of Consents; Special Record Dates; Etc.


 


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


 


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


 


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


 


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


 


Section 8.05Notations
And Exchanges.


 


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


 


Section 8.06Trustee
To Execute Supplemental Indentures.


 


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


 






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Article 9.     SATISFACTION
AND DISCHARGE Section


 


Section 9.01Termination
Of Company’s Obligations.


 


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


 


(A)            all
Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have been delivered to the Trustee for cancellation;
or


 


(B)            all
Notes then outstanding (other than Notes replaced pursuant to Section 2.13) that have not been delivered to the Trustee for
cancellation:


 


(i)            become
due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise)
for an amount of cash or Conversion Consideration, as applicable, that has been fixed; and


 


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


 


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


 


(D)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent
to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01
will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the
Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge.


 


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


 


Section 9.02Repayment
To Company.


 


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


 






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Section 9.03Reinstatement.


 


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


 


Article 10.     TRUSTEE


 


Section 10.01Duties
Of The Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 10.02Rights
Of The Trustee.


 


(A)           The
Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the Trustee
need not investigate any fact or matter stated in such document. If, however, the Trustee will determine to make such further inquiry
or investigation, it will be entitled during normal business hours to examine the relevant books, records and premises of the Company,
personally or by agent or attorney upon reasonable prior notice, at the sole cost of the Company, and will incur no liability or additional
liability of any kind by reason of such inquiry or investigation.


 


(B)            Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will
not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete
authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. The Trustee may request
that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized
to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and
not superseded.


 


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


 


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


 


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


 


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


 






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(G)           Any
request or direction of the Company mentioned herein will be sufficiently evidenced by a Company Order, and any resolution of the Board
of Directors will be sufficiently evidenced by a board resolution.


 


(H)           The
Trustee will have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 3.
In addition, the Trustee will not be deemed to have knowledge of an Event of Default except any Default or Event of Default of which
a Responsible Officer of the Trustee will have received at its corporate trust office written notification of a default that is in fact
a Default or Event of Default, and such notice references the Securities and this Indenture. Delivery of reports, information and documents
to the Trustee under Article 3 is for informational purposes only and the Trustee’s receipt of the foregoing will not
constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Officer’s Certificates).


 


(I)             The
rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified,
are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder.


 


(J)             In
no event will the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


(K)            The
Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide
to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)
and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever
a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and
the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed
controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions
and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring
that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt
by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse
by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by
the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide
to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the
Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.


 






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Section 10.03Individual
Rights Of The Trustee.


 


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


 


Section 10.04Trustee’s
Disclaimer.


 


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


 


Section 10.05Notice
Of Defaults.


 


If a Default or Event of Default
occurs and is continuing and the Trustee has received at its corporate trust office written notification of such Default or Event of Default
and such notice references the Notes and this Indenture, then the Trustee will send Holders a notice of such Default or Event of Default
within ninety (90) days after it occurs; provided, however, that, except in the case of a Default or Event of Default in
the payment of the principal of, or interest on, any Note, the Trustee may withhold such notice if and for so long as it in good faith
determines that withholding such notice is in the interests of the Holders.


 


Section 10.06Compensation
And Indemnity.


 


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


 






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(B)            The
Company will indemnify the Trustee and its officers, directors, employees and agents against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including this Section 10.06) and defending itself against
any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance
of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may be attributable to its
negligence, bad faith or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity,
but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 10.06(B).
The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld.


 


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


 


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


 


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


 


(F)           The
Company will pay compensation to, reimburse expenses of and indemnify each Paying Agent, Registrar, Conversion Agent and Custodian in
accordance with this Section 10.06.


 


Section 10.07Replacement
Of The Trustee.


 


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


 


(B)            The
Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of
more than 50% of the aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the
Company in writing. The Company may remove the Trustee if:


 


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


 


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


 


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


 


(iv)          the
Trustee becomes incapable of acting.


 






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(C)            If
the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will
promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the
Holders of more than 50% of the aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such
successor Trustee appointed by the Company.


 


(D)            If
a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee,
the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


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


 


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


 


Section 10.08Successor
Trustee By Merger, Etc.


 


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


 


Section 10.09Eligibility;
Disqualification.


 


There will at all times be
a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent
published annual report of condition.


 


Article 11.     MISCELLANEOUS


 


Section 11.01Notices.


 


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


 






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If to the Company :


 


Innoviva, Inc.

1350 Old Bayshore Highway

Suite 400

Burlingame, CA 94010

Attention: Chief Executive Officer


 


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


 


Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Jared N. Fertman and Laura L. Delanoy


 


If to the Trustee:


 


The Bank of New York Mellon Trust Company, N.A.

333 South Hope Street, Suite 2525

Los Angeles, CA 90071

Attention: Global Corporate Trust, Corporate Unit


 


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


 


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


 


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


 


If the Trustee is then acting
as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause
any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such request
is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least five (5) Business Days
(or such shorter time as agreed by the Trustee) before the date such notice is to be so sent. For the avoidance of doubt, such Company
Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating
to the contents of any notice that it sends to any Holder pursuant to any such Company Order.


 






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


 


Notwithstanding anything to
the contrary in this Indenture or the Notes, whenever any provision of this Indenture requires a party to send notice to another party,
no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities.


 


Section 11.02Delivery
Of Officer’s Certificate And Opinion Of Counsel As To Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of Notes under this Indenture),
the Company will furnish to the Trustee:


 


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


 


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


 


Section 11.03Statements
Required In Officer’s Certificate And Opinion Of Counsel.


 


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


 


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


 


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


 


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


 


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


 






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Section 11.04Rules By
The Trustee, The Registrar And The Paying Agent.


 


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


 


Section 11.05No
Personal Liability Of Directors, Officers, Employees And Stockholders.


 


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


 


Section 11.06Governing
Law; Waiver Of Jury Trial.


 


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


 


Section 11.07Submission
To Jurisdiction.


 


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


 


Section 11.08No
Adverse Interpretation Of Other Agreements.


 


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


 






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Section 11.09Successors.


 


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


 


Section 11.10Force
Majeure.


 


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


 


Section 11.11U.S.A.
PATRIOT ACT.


 


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


 


Section 11.12Calculations.


 


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


 


The Company will make all
calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide
a schedule of its calculations to the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and
the Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without any duty to confirm
or verify the schedule of calculations or other facts stated therein. The Company will promptly forward each such schedule to a Holder
upon its written request therefor.


 


Section 11.13Severability.


 


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


 






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	Section 11.14	Counterparts.




 


The
parties may sign any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the
same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of
like import in or relating to this Indenture or any document to be signed in connection with this Indenture, including by the Trustee,
shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by Electronic
Means.


 


	Section 11.15	Table Of Contents, Headings, Etc.




 


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


 


	Section 11.16	Withholding Taxes.




 


(A)            Each
Holder of a Note agrees, and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to
agree, that if the Company or other applicable withholding agent pays withholding taxes or backup withholding on behalf of such Holder
or beneficial owner as a result of an adjustment to the Conversion Rate, then the Company or such withholding agent, as applicable, may,
at its option, set off such payments against payments of cash or the delivery of other Conversion Consideration on such Note, any payments
on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such Note.


 


(B)            In
order to comply with applicable tax laws, rules and regulations relating to the Foreign Account Tax Compliance Act (inclusive of
directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”),
the Trustee will be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply
with Applicable Law (and will timely pay the amounts so withheld or deducted to the applicable government authority) for which the Trustee
will not have any liability. Each of the Company and the Trustee agrees to reasonably cooperate and, at the reasonable request of the
other, to provide the other with such information as each may have in its possession that is necessary to enable the determination of
whether any payments hereunder are subject to any withholding or deduction pursuant to an applicable agreement described in Section 1471(b) of
the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through
1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement
between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental
agreement).


 






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	Section 11.17	OFAC.




 


(A)            The
Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject
of any sanctions enforced by the U.S. Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury,
the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).


  


(B)            The
Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will knowingly use any
payments made pursuant to this Indenture (i) to fund or facilitate any activities of or business with any person who, at the time
of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business
with any country or territory that is the target or subject of Sanctions or (iii) in any other manner that will result in a violation
of Sanctions by any person.


 


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


 






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


 


	 	INNOVIVA, INC.
	 	 
	 	By:	/s/ Pavel Raifeld
	 	 	Name:	Pavel Raifeld
	 	 	Title:	Chief Executive Officer




 






     


     


    

 





	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 	 
	 	By:	/s/ Lawrence M. Kusch
	 	 	Name:	Lawrence M. Kusch
	 	 	Title:	Vice President



 






     


     


    

 


EXHIBIT A


 


[FORM OF NOTE]





 


[Insert Global Note
Legend, if applicable]


 


[Insert Restricted
Note Legend, if applicable]


 


[Insert Non-Affiliate
Legend]


 


INNOVIVA, INC.


 


2.125% Convertible
Senior Notes due 2028


 


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




 


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




 


Innoviva, Inc.,
a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of
[__] dollars ($[__]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]† on March 15,
2028 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest
are paid or duly provided for.


 


	Interest Payment Dates:	March 15 and September 15 of each year, commencing on September 15,
  2022.




 


	Regular Record Dates:	March 1 and September 1.




 


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


 


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


  


 









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




 


	†	Insert bracketed language for Global Notes only.




 






    A-1 


     


    

 


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


  


	 	INNOVIVA, INC.




 


	Date:	 	 	By:	
	 	 	Name:
	 	 	Title:




 






    A-2 


     


    

 


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


The Bank of New York
Mellon Trust Company, N.A., as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 





	Date:	 	 	By:	 
	 	 	Authorized Signatory



  






    A-3 


     


    

 


[FORM OF REVERSE
OF NOTE]


 


INNOVIVA, INC.


 


2.125% Convertible
Senior Notes due 2028


 


This
Note is one of a duly authorized issue of notes of Innoviva, Inc., a Delaware corporation (the “Company”), designated
as its 2.125% Convertible Senior Notes due 2028 (the “Notes”), all issued or to be issued pursuant to an indenture,
dated as of March 7, 2022 (as the same may be amended from time to time, the “Indenture”), between the Company
and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used in this Note without definition have the respective
meanings ascribed to them in the Indenture.


 


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


 


1.            Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note
will begin to accrue from, and including, March 7, 2022.


 


2.            Maturity.
This Note will mature on March 15, 2028, unless earlier repurchased, redeemed or converted.


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-4 


     


    

 


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


  


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


 


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


 


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


 


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


 


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


 


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


 


* * *


 


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


 


Innoviva, Inc.

1350 Old Bayshore Highway

Suite 400

Burlingame, CA 94010

Attention: Chief Accounting Officer


 






    A-5 


     


    

 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE1


 


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


 


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


 


	Date	 	Amount of Increase

    (Decrease) in 

    Principal Amount of

    this Global Note	 	Principal Amount of 

    this Global Note 

    After Such Increase 

    (Decrease)	 	Signature of 

    Authorized 

    Signatory of Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





 






1      Insert
for Global Notes only.


 






    A-6 


     


    

  


CONVERSION NOTICE


 


INNOVIVA, INC.


 


2.125% Convertible
Senior Notes due 2028


 


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


 


 ̈
the entire principal amount of


 


 ̈
$___________* aggregate principal amount of


 


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


 


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


 





	Date:	 	 	 	 
	 	 	(Legal Name of Holder)



  





	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory




 





 






*     Must be an Authorized
Denomination.


 



    A-7 


     


    

 


FUNDAMENTAL CHANGE
REPURCHASE NOTICE


 


INNOVIVA, INC.


 


2.125% Convertible
Senior Notes due 2028


 


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


 


 ̈
the entire principal amount of


 


 ̈ $___________*
aggregate principal amount of


 


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


 


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


 





	Date:	 	 	 	 
	 	 	(Legal Name of Holder)


  





	 	By:	 
	 	 	Name:
	 	 	Title:


  





	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory


 





 






* Must be an Authorized Denomination. 


 






    A-8 


     


    

 





ASSIGNMENT FORM


 


INNOVIVA, INC.


 


2.125% Convertible
Senior Notes due 2028


 


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


 


	Name:	 	 




 


	Address:	 	 




 


	Social security or

  tax identification

  number:	 	 




 


the within Note and all rights thereunder
irrevocably appoints:


 


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


 









	Date:	 	 	 	 
	 	 	(Legal Name of Holder)


  





	 	By:	 
	 	 	Name:
	 	 	Title:


  





	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory



 








    A-9 


     


    




 


TRANSFEROR ACKNOWLEDGEMENT


 


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


 


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



 


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



 


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



 


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



 





	Dated:	 	 
	 	 
	 	 
	(Legal Name of Holder)	 



  


	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 









 


Signature
Guaranteed:


 





	 	 
	(Participant in a Recognized Signature	 
	Guarantee Medallion Program)	 
	 	 
	By:	 	 	 
	Authorized Signatory	 	 



 






    A-10 


     


    

 


TRANSFEREE ACKNOWLEDGEMENT


  


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


 





	Dated:	 	 
	 	 
	 	 
	(Name of Transferee)	 


 


 


	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 






    A-11 


     


    

 


EXHIBIT B-1


 


FORM OF RESTRICTED
NOTE LEGEND


  


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


 


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



 


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



 


		(A)	TO
                                            THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


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



 


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



 


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



 


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



 


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


 





 






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



 







    B1-1

     


    

   


EXHIBIT B-2


 


FORM OF
GLOBAL NOTE LEGEND


 





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


 


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


 


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


 






    B2-1


     


    

  


EXHIBIT B-3


 



FORM OF
                                            NON-AFFILIATE LEGEND


 


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


 






    B3-1