Exhibit 4.1


 





 


NATERA, INC.



AND



WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Trustee



INDENTURE



Dated as of April 16, 2020


 


2.25% Convertible Senior Notes due 2027


 







 






     


     


    

  


TABLE OF CONTENTS


 




Page




	Article 1

                                               Definitions

                                                

	Section 1.01 . 	 Definitions	1
	Section 1.02 .  	References to Interest	13
	 	 	 
	Article 2

                                               Issue, Description, Execution, Registration and Exchange of Notes

                                                

	Section 2.01 . 	 Designation and Amount	13
	Section 2.02 . 	 Form of Notes	13
	Section 2.03 . 	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.04 . 	 Execution, Authentication and Delivery of Notes	15
	Section 2.05 .  	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06 .  	Mutilated, Destroyed, Lost or Stolen Notes	22
	Section 2.07 .  	Temporary Notes	23
	Section 2.08 . 	 Cancellation of Notes Paid, Converted, Etc	24
	Section 2.09 . 	 CUSIP Numbers	24
	Section 2.10 .  	Additional Notes; Repurchases	24
	 	 	 
	Article 3

                                               Satisfaction and Discharge

                                                

	Section 3.01 . 	 Satisfaction and Discharge	25
	 

                                               Article 4

                                               Particular Covenants of the Company

                                                

	Section 4.01 .  	Payment of Principal and Interest	25
	Section 4.02 .  	Maintenance of Office or Agency	25
	Section 4.03 . 	 Appointments to Fill Vacancies in Trustee’s Office	26
	Section 4.04 .  	Provisions as to Paying Agent	26
	Section 4.05 .  	Existence	27
	Section 4.06 .  	Rule 144A Information Requirement and Annual Reports	27
	Section 4.07 .  	Stay, Extension and Usury Laws	29
	Section 4.08 .  	Compliance Certificate; Statements as to Defaults	29
	Section 4.09 . 	 Further Instruments and Acts	30



 






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	Article 5

                                               Lists of Holders and Reports by the Company and the Trustee

                                                

	Section 5.01 . 	 Lists of Holders	30
	Section 5.02 . 	 Preservation and Disclosure of Lists	30
	 	 	 
	Article 6

                                               Defaults and Remedies

                                                

	Section 6.01 .  	Events of Default	30
	Section 6.02 . 	 Acceleration; Rescission and Annulment	31
	Section 6.03 . 	 Additional Interest	32
	Section 6.04 .  	Payments of Notes on Default; Suit Therefor	33
	Section 6.05 . 	 Application of Monies Collected by Trustee	35
	Section 6.06 .  	Proceedings by Holders	35
	Section 6.07 .  	Proceedings by Trustee	36
	Section 6.08 .  	Remedies Cumulative and Continuing	37
	Section 6.09 . 	 Direction of Proceedings and Waiver of Defaults by Majority of Holders	37
	Section 6.10 . 	 Notice of Defaults	37
	Section 6.11 .  	Undertaking to Pay Costs	38
	 	 	 
	Article 7

                                               Concerning the Trustee

                                                

	Section 7.01 .  	Duties and Responsibilities of Trustee	38
	Section 7.02 .  	Reliance on Documents, Opinions, Etc	40
	Section 7.03 . 	 No Responsibility for Recitals, Etc	41
	Section 7.04 .  	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	41
	Section 7.05 .  	Monies and Shares of Common Stock to Be Held in Trust	41
	Section 7.06 . 	 Compensation and Expenses of Trustee	42
	Section 7.07 . 	 Officer’s Certificate as Evidence	42
	Section 7.08 .  	Eligibility of Trustee	43
	Section 7.09 .  	Resignation or Removal of Trustee	43
	Section 7.10 .  	Acceptance by Successor Trustee	44
	Section 7.11 . 	 Succession by Merger, Etc	45
	Section 7.12 . 	 Trustee’s Application for Instructions from the Company	45
	 

                                               Article 8

                                               Concerning the Holders

                                                

	Section 8.01 . 	 Action by Holders	45
	Section 8.02 .  	Proof of Execution by Holders	46
	Section 8.03 .  	Who Are Deemed Absolute Owners	46
	Section 8.04 .  	Company-Owned Notes Disregarded	46
	Section 8.05 .  	Revocation of Consents; Future Holders Bound	47



 






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	Article 9

                                               Holders’ Meetings

                                                

	Section 9.01 .  	Purpose of Meetings	47
	Section 9.02 .  	Call of Meetings by Trustee	48
	Section 9.03 .  	Call of Meetings by Company or Holders	48
	Section 9.04 .  	Qualifications for Voting	48
	Section 9.05 .  	Regulations	48
	Section 9.06 .  	Voting	49
	Section 9.07 .  	No Delay of Rights by Meeting	49
	 

                                               Article 10

                                               Supplemental Indentures

                                                

	Section 10.01 .  	Supplemental Indentures Without Consent of Holders	49
	Section 10.02 .  	Supplemental Indentures with Consent of Holders	51
	Section 10.03 .  	Effect of Supplemental Indentures	52
	Section 10.04 .  	Notation on Notes	52
	Section 10.05 .  	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	52
	 

                                               Article 11

                                               Consolidation, Merger, Sale, Conveyance and Lease

                                                

	Section 11.01 .  	Company May Consolidate, Etc. on Certain Terms	52
	Section 11.02 . 	 Successor Corporation to Be Substituted	53
	Section 11.03 .  	Opinion of Counsel to Be Given to Trustee	53
	 	 	 
	Article 12

                                               Immunity of Incorporators, Stockholders, Officers and Directors

                                                

	Section 12.01 .  	Indenture and Notes Solely Corporate Obligations	54
	 	 	 
	Article 13

                                               Intentionally Omitted

                                                

	Article 14

                                               Conversion of Notes

	Section 14.01 .  	Conversion Privilege	54
	Section 14.02 .  	Conversion Procedure; Settlement Upon Conversion.	57
	Section 14.03 . 	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Called
Notes During a Redemption Period	62
	Section 14.04 .  	Adjustment of Conversion Rate	65
	Section 14.05 .	 Adjustments of Prices	74
	Section 14.06 .  	Shares to Be Fully Paid	74



 






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	Section 14.07 . 	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	74
	Section 14.08 .  	Certain Covenants	76
	Section 14.09 .  	Responsibility of Trustee	76
	Section 14.10 .  	Notice to Holders Prior to Certain Actions	77
	Section 14.11 .  	Stockholder Rights Plans	78
	Section 14.12 .  	Exchange In Lieu Of Conversion	78
	 	 	 
	Article 15

                                               Repurchase of Notes at Option of Holders

                                                

	Section 15.01 .  	Intentionally Omitted.	79
	Section 15.02 . 	 Repurchase at Option of Holders Upon a Fundamental Change	79
	Section 15.03 . 	 Withdrawal of Fundamental Change Repurchase Notice	81
	Section 15.04 .  	Deposit of Fundamental Change Repurchase Price	82
	Section 15.05 . 	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	83
	 	 	 
	Article 16

                                               Optional Redemption

                                                

	Section 16.01 . 	 Optional Redemption	83
	Section 16.02 . 	Notice of Optional Redemption; Selection of Notes	83
	Section 16.03 . 	Payment of Notes Called for Redemption	85
	Section 16.04 . 	Restrictions on Redemption	85
	 

                                               Article 17

                                               Miscellaneous Provisions

                                                

	Section 17.01 .  	Provisions Binding on Company’s Successors	85
	Section 17.02 .  	Official Acts by Successor Corporation	85
	Section 17.03 . 	 Addresses for Notices, Etc	85
	Section 17.04 . 	 Governing Law; Jurisdiction	86
	Section 17.05 .  	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	87
	Section 17.06 .  	Legal Holidays	87
	Section 17.07 .  	No Security Interest Created	87
	Section 17.08 .  	Benefits of Indenture	88
	Section 17.09 .  	Table of Contents, Headings, Etc	88
	Section 17.10 . 	 Authenticating Agent	88
	Section 17.11 .  	Execution in Counterparts	89
	Section 17.12 .  	Severability	89
	Section 17.13 .  	Waiver of Jury Trial	89
	Section 17.14 .  	Force Majeure	90
	Section 17.15 . 	 Calculations	90
	Section 17.16 . 	U.S.A. PATRIOT Act	90


 






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EXHIBIT


 


	Exhibit A	Form of Note	  A-1



 


 






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INDENTURE,
dated as of April 16, 2020, between NATERA, INC., a Delaware corporation, as issuer (the “Company”, as
more fully set forth in  ‎Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association,
as trustee (the “Trustee”, as more fully set forth in ‎Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.25% Convertible Senior Notes due 2027 (the “Notes”), initially
in an aggregate principal amount not to exceed $287,500,000, and in order to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


Section
1.01. Definitions. The terms defined in this ‎Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this ‎Section 1.01. The words “herein,” “hereof,” “hereunder,”
and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
The terms defined in this Article include the plural as well as the singular.


 






     


     


    

 


“Additional
Interest” means all amounts, if any, payable pursuant to ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section
6.03, as applicable.


 


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


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person
is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such
determination is made or required to be made, as the case may be, hereunder.


 


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


 


“Board of Directors”
means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


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


 


“Called
Notes” shall have the meaning specified in Section 14.01(b)(v).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, at the date of this Indenture, subject to
 ‎Section 14.07.


 


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


 


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


 


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


 


“Conversion
Consideration” shall have the meaning specified in ‎Section 14.12(a).


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date
hereof is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention: Natera, Inc. Administrator or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust
office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the
Holders and the Company).


 


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


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 40.


 






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“Daily Settlement Amount,”
for each of the 40 consecutive Trading Days during the relevant Observation Period, shall consist of:


 


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


 


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


 


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


 


“Deemed
Redemption” shall have the meaning specified in Section 14.01(b)(v).


 


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


 


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


 


“delivered”
with respect to any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given
to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic
mail in accordance with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such
Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with
‎Section 17.03. Notice so “delivered” shall be deemed to include any notice to be “mailed” or
 “given,” as applicable, under this Indenture.


 


“Depositary”
means, with respect to each Global Note, the Person specified in  ‎Section 2.05(c) as the Depositary with respect to
such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture,
and thereafter, “Depositary” shall mean or include such successor.


 


“Designated
Institution” shall have the meaning specified in ‎Section 14.12(a).


 


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


 






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


 


“Event
of Default” shall have the meaning specified in  ‎Section 6.01.


 


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


 


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


 


“Exchange
Election” shall have the meaning specified in ‎Section 14.12(a).


 


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


 


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


 


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


 


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


 


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


 


(a)       a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its
Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a Schedule TO
or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power
of the Common Stock;


 


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


 






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


 


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


 


provided,
however, that a transaction or transactions described in clause (a) or (b) above shall not constitute a Fundamental Change
if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments
for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights, in connection with such
transaction or transactions consists of shares of common stock that are listed or quoted on any of The Nasdaq Global Select Market,
The Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors) or will be so listed or quoted
when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions
the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect
of dissenters’ statutory appraisal rights (subject to the provisions of ‎Section
14.07). If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion
of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change
or a Make-Whole Fundamental Change but for the proviso in the immediately preceding paragraph, following the effective date
of such transaction) references to the Company in this definition shall instead be references to such other entity.


 


For purposes of this definition of “Fundamental Change,”
any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) (excluding the proviso to such
clause (b)) of such definition shall be deemed a Fundamental Change solely under clause (b) of such definition (subject to such
proviso).


 


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


 


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


 


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


 






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


 


“Global
Note” shall have the meaning specified in  ‎Section 2.05(b).


 


“Holder,” as applied
to any Note, or other similar terms, shall mean any Person in whose name at the time a particular Note is registered on the Note
Register.


 


“Indenture” means this
instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.


 


“Interest Payment Date”
means each May 1 and November 1 of each year, beginning on November 1, 2020.


 


“Last Reported Sale Price”
of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common
Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant
date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter
market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted,
the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the
Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected
by the Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading
or any other trading outside of regular trading session hours.


 


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


 


“Make-Whole
Fundamental Change Period” shall have the meaning specified in ‎Section 14.03(a).


 


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


 


“Maturity Date” means
May 1, 2027.


 






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


 


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


 


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


 


“Note
Register” shall have the meaning specified in  ‎Section 2.05(a).


 


“Note
Registrar” shall have the meaning specified in  ‎Section 2.05(a).


 


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


 


“Observation
Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion
Date occurs prior to February 1, 2027, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day
immediately succeeding such Conversion Date; (ii) subject to clause (iii), if the relevant Conversion Date occurs during a
Redemption Period pursuant to ‎‎Section 16.02, the 40 consecutive Trading Days beginning on, and including, the
41st Scheduled Trading Day immediately preceding the relevant Redemption Date; and (iii) if the relevant Conversion Date occurs
on or after February 1, 2027, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately
preceding the Maturity Date.


 


“Offering Memorandum”
means the preliminary offering memorandum dated April 13, 2020, as supplemented by the related pricing term sheet dated April 13,
2020, relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer,
the Secretary, or any President or Vice President (whether or not designated by a number or numbers or word or words added before
or after the title “President” or “Vice President”).


 


“Officer’s
Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is
signed by an Officer of the Company. Each such certificate shall include the statements provided for in  ‎Section 17.05
if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to
 ‎Section 4.08 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company,
or other counsel who is reasonably acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary
exceptions and qualifications as to the matters set forth therein. Each such opinion shall include the statements provided for
in  ‎Section 17.05 if and to the extent required by the provisions of such ‎Section 17.05.


 


“Optional
Redemption” shall have the meaning specified in ‎‎Section 16.01.


 






    8


     


    

 


“outstanding,”
when used with reference to Notes, shall, subject to the provisions of  ‎Section 8.04, mean, as of any particular time,
all Notes authenticated and delivered by the Trustee under this Indenture, except:


 


(a)       Notes
theretofore canceled by the Trustee or accepted by the Trustee for cancellation;


 


(b)       Notes,
or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited
in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent);


 


(c)       Notes
that have been paid pursuant to  ‎Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes
shall have been authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee
is presented that any such Notes are held by protected purchasers in due course;


 


(d)       Notes
converted pursuant to  ‎Article 14 and required to be cancelled
pursuant to ‎Section 2.08;


 


(e)       Notes
redeemed pursuant to ‎‎Article 16; and


 


(f)       Notes
repurchased by the Company pursuant to the penultimate sentence of ‎Section 2.10.


 


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


 


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


 


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


 


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


 


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


 


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


 






    9


     


    

 


“Redemption
Date” shall have the meaning specified in ‎Section 16.02(a).


 


“Redemption
Notice” shall have the meaning specified in ‎Section 16.02(a).


 


“Redemption
Notice Date” means the date on which a Redemption Notice is delivered pursuant to ‎Section 16.02.


 


“Redemption Period” means
the period from, and including, the relevant Redemption Notice Date until the close of business on the second Business Day immediately
preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption Price, such later date on which
the Redemption Price has been paid or duly provided for).


 


“Redemption
Price” means, for any Notes to be redeemed pursuant to ‎Section 16.01, 100% of the principal amount of such
Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls
after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued
to the Interest Payment Date will be paid to Holders of record of such Notes on such Regular Record Date, and the Redemption Price
will be equal to 100% of the principal amount of such Notes).


 


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


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the April 15 or October 15 (whether or not such day is a Business
Day) immediately preceding the applicable May 1 or November 1 Interest Payment Date, respectively.


 


“Resale
Restriction Termination Date” shall have the meaning specified in  ‎Section 2.05(c).


 


“Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity
with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.


 


“Restricted
Securities” shall have the meaning specified in  ‎Section 2.05(c).


 


“Rule 144” means Rule
144 as promulgated under the Securities Act.


 


“Rule 144A” means Rule
144A as promulgated under the Securities Act.


 






    10


     


    

 


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


 


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


 


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


 


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


 


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


 


“Significant
Subsidiary” for purposes of ‎Section 6.01(g)-‎(i), means a Subsidiary of the Company that meets the definition
of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X promulgated by the Commission (or any successor
rule).


 


“Specified
Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified
in the Settlement Notice related to any converted Notes (or deemed specified pursuant to ‎Section 14.02(a)).


 


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


 


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


 


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


 


“Successor
Company” shall have the meaning specified in  ‎Section 11.01(a).


 


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


 






    11


     


    

 


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


 


“transfer”
shall have the meaning specified in  ‎Section 2.05(c).


 


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


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


Section
1.02. References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect
of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was
or would be payable pursuant to any of ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03. Unless the context otherwise
requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest
in those provisions hereof where such express mention is not made.


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section
2.01. Designation and Amount. The Notes shall be designated as the “2.25% Convertible Senior Notes due 2027.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $287,500,000,
subject to ‎Section 2.10 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 permitted hereunder.


 


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


 


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


 


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


 


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


 






    13


     


    

 


Section
2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable
in registered form without coupons in minimum denominations of $1,000 principal amount and multiples in excess thereof. Each Note
shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued
interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months,
on the basis of the number of days actually elapsed in a 30-day month.


 


(b)           
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest
Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency
of the Company designated by the Company for such purposes in the contiguous United States of America, which shall initially be
the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The Company shall pay (or cause the Paying Agent to pay to the extent funded
by the Company) interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount
of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B)
to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each
such Holder or, upon application by such a Holder to the Note Registrar (containing the requisite information for the Trustee
or Paying Agent to make such wire transfer) not later than the relevant Regular Record Date, by wire transfer in immediately available
funds to that Holder’s account within the United States of America, which application shall remain in effect until the Holder
notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available
funds to the account of the Depositary or its nominee.


 


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


 






    14


     


    

 


(i)            The Company may elect to make payment of any Defaulted
Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business
on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed
payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent
to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of
such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment,
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify
the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder at
its address as it appears in the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less
than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record
date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their
respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable
pursuant to the following clause (ii) of this ‎Section 2.03‎(c).
The Trustee shall have no responsibility whatsoever for the calculation of the Defaulted Amounts.


 


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


 


Section
2.04. Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the
Company by the manual or facsimile or other electronic signature of any of its Chief Executive Officer, President, Chief Financial
Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the
Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the
issuance, authentication and delivery of such Notes.


 






    15


     


    

 


Only
such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached
as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee
as provided by  ‎Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to
the benefits of this Indenture.


 


In case any Officer of the Company who shall
have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though
the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at
the date of the execution of this Indenture any such Person was not such an Officer.


 


Section
2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall
cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency
of the Company designated pursuant to ‎Section 4.02, the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written
form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for
the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars
in accordance with ‎Section 4.02.


 


Upon
surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements
for such transfer set forth in this  ‎Section 2.05, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of
a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.


 


Notes
may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company pursuant to  ‎Section 4.02. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that
the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.


 


All Notes presented or surrendered for registration
of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or
any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory
to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.


 






    16


     


    

 


No service charge shall be imposed by the
Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer
of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax or other similar governmental charge required in connection therewith as a result of the name of the Holder of new Notes issued
upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange
or registration of transfer or otherwise required by law.


 


None
of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of
(i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered
for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with 
 ‎Article 15 or (iii) any Notes selected for redemption in accordance
with ‎Article 16, except the unredeemed portion of any Note
being redeemed in part or (iv) any Notes between a Regular Record Date and corresponding Interest Payment Date.


 


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


 


(b)           
So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to
the fourth paragraph from the end of ‎Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each,
a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and
exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through
the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer
set forth herein) and the procedures of the Depositary therefor.


 


(c)            Every Note that bears or is required under this ‎Section
2.05(c) to bear the legend set forth in this ‎Section 2.05(c) (together with any Common Stock issued upon conversion of the
Notes that is required to bear the legend set forth in ‎Section 2.05(d), collectively, the “Restricted Securities”)
shall be subject to the restrictions on transfer set forth in this ‎Section 2.05(c) (including those contained in the legend
set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company,
and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions
on transfer. As used in this ‎Section 2.05(c) and ‎Section 2.05(d), the term “transfer” encompasses
any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.


 


Until
the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after
the last date of original issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision
thereto, and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Note (and all securities
issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall
bear the legend set forth in  ‎Section 2.05(d), if applicable) shall bear a legend in substantially the following form
(unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under
the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration
provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company
in writing, with notice thereof to the Trustee):


 






    17


     


    

 


THIS SECURITY AND THE COMMON STOCK, IF ANY,
ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND 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 NATERA, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE
HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


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


 


(D)       PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 






    18


     


    

 


No transfer of any Note prior to the Resale
Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer
has been checked.


 


Any
Note (or security issued in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired
in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective or
been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that
has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this ‎‎Section
2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive
legend required by this ‎‎Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled
to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i)
through (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender
such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in
this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in
writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with
respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act.
Any exchange pursuant to the foregoing paragraph shall be in accordance with the applicable procedures of the Depositary.


 


Notwithstanding
any other provisions of this Indenture (other than the provisions set forth in this  ‎Section 2.05(c)), a Global Note
may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical
Notes in accordance with the second immediately succeeding paragraph.


 


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


 






    19


     


    

 


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


 


Physical
Notes issued in exchange for all or a part of the Global Note pursuant to this  ‎Section 2.05(c) shall be registered
in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct
the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such
Physical Notes are so registered.


 


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


 


None of the Company, the Trustee, the Paying
Agent, the Conversion Agent or any other agent of the Company or the Trustee shall have any responsibility or liability for the
payment of amounts to owners of beneficial interest in a Global Note, for any aspect of the records relating to or payments made
on account of those interests by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating
to such beneficial ownership those interests.


 


(d)           
Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of such
Note shall bear a legend in substantially the following form (unless the Note or such Common Stock has been transferred pursuant
to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective
at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then
in force under the Securities Act, or such Common Stock has been issued upon conversion of Notes that have been transferred pursuant
to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective
at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then
in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Trustee and any
transfer agent for the Common Stock):


 






    20


     


    

 



 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND 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 NATERA, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE
OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW, EXCEPT:


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


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


 


(D)       PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT
TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE
COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 






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Any
such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has
been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration
provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates representing
such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged
for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive
legend required by this  ‎Section 2.05(d).


 


(e)           
Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the
Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not
be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant
to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common
Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144). The Company shall
cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with ‎Section
2.08.


 


(f)           
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any securities laws or restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including
any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof.


 


(g)           
Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


Section
2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or
stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed
by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in
exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen.
In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating
agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense
caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.


 






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The
Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security
or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be
imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute
Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax or other similar governmental charge required in connection therewith as a result of the name of the Holder of the new substitute
Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case
any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in
accordance with ‎Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion,
instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without
surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion
shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may
be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution,
and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying
Agent or Conversion Agent of the destruction, loss or theft of such Note and of the ownership thereof.


 


Every
substitute Note issued pursuant to the provisions of this  ‎Section 2.06 by virtue of the fact that any Note is destroyed,
lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen
Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted
by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to
the replacement, payment, conversion, redemption or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect
to the replacement, payment, conversion, redemption or repurchase of negotiable instruments or other securities without their surrender.


 


Section
2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or
lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical
Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by
the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such authenticating
agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable
delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global
Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office
or agency maintained by the Company pursuant to ‎Section 4.02 and the Trustee or such authenticating agent shall authenticate
and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes upon the written request
of the Company. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture
as Physical Notes authenticated and delivered hereunder.


 






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Section
2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for payment, redemption,
repurchase, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including
any of the Company’s agents, Subsidiaries or Affiliates), to be delivered to the Trustee for cancellation. All Notes delivered
to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange therefor except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures
and, after such disposition, shall deliver a certificate of such disposition to the Company upon the Company’s written request
in a Company Order.


 


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


 


Section
2.10. Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding
 ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued
hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional
Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to ‎Section
2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible
with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have
one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture
except as set forth in the first sentence of this ‎Section 2.10. Prior to the issuance of any such additional Notes, the Company
shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate
and Opinion of Counsel to cover such matters required by ‎Section 17.05. In addition, the Company may, to the extent permitted
by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open
market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through
counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written
notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps
or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall
no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s
Certificate, the Trustee shall cancel all Notes so surrendered.


 






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Article
3

Satisfaction and Discharge


 


Section
3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably
requested by the Company acknowledging satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated
and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as
provided in ‎Section 2.06 and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in ‎Section 4.04(d))
have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders,
as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental
Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable,
solely to satisfy the Conversion Obligation, sufficient, without consideration of reinvestment, to pay all of the outstanding Notes
and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under ‎Section 7.06 shall survive.


 


Article
4

Particular Covenants of the Company


 


Section
4.01. Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal
(including the Redemption Price, the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on,
each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal, premium or interest (including any Additional Interest) payments
hereunder


 


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


 






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


 


The Company hereby initially designates
the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or
agency in the contiguous United States of America where Notes may be presented for registration of transfer or exchange or for
payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served; provided that no office of the Trustee shall be a place for service of legal process on the Company.


 


Section
4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill
a vacancy in the office of Trustee, will appoint, in the manner provided in ‎Section 7.09, a Trustee, so that there shall at
all times be a Trustee hereunder.


 


Section
4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the
Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this ‎Section 4.04:


 


(i)           
that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Fundamental
Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders
of the Notes;


 


(ii)           
that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including
the Redemption Price, the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes
when the same shall be due and payable; and


 


(iii)           
that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee
all sums so held in trust.


 


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


 






    26


     


    

 


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


 


(c)           
Anything in this ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining
a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums
or amounts held in trust by the Company or any Paying Agent hereunder as required by this ‎Section 4.04, such sums or amounts
to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums
or amounts. Upon the occurrence of any event specified in ‎Section 6.01(h) or ‎Section 6.01(i), the Trustee shall automatically
become the Paying Agent.


 


(d)           
Subject to applicable escheatment laws, any money or property deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal (including the Redemption Price, the Fundamental Change Repurchase Price,
if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed
for two years after such principal (including the Redemption Price, the Fundamental Change Repurchase Price, if applicable), interest
or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained
in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust and the Trustee shall
have no further liability with respect to such funds; and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.


 


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


 


Section
4.06. Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section
13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion
thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, promptly provide to the Trustee and will, upon written request, provide to any Holder, beneficial owner or prospective purchaser
of such Notes or any shares of Common Stock issuable upon conversion of such Notes, 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 of Common Stock pursuant to Rule 144A.


 






    27


     


    




(b)           
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission (giving effect
to any grace period provided by Rule 12b-25 (or any successor rule) under the Exchange Act), copies of any documents or reports
that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such
information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission).
Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor
thereto) shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at the time such documents are
filed via the EDGAR system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining
whether such filings have been made.


 


(c)           
Delivery of the reports and documents described in subsection ‎(b) above to the Trustee is for informational purposes only,
and the Trustee’s receipt of such shall not constitute actual or 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 conclusively rely on an Officer’s Certificate).


 


(d)           
If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder
and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company
shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum
of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file
has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) as
a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section
4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or
15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section
13 or 15(d) of the Exchange Act.


 


(e)           
If, and for so long as, the restrictive legend on the Notes specified in ‎Section 2.05(c) has not been removed, the Notes
are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th
day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal
to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in
accordance with ‎Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant
to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time
during the three months immediately preceding) (as a result of restrictions pursuant to U.S. securities laws or the terms of this
Indenture or the Notes).


 






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(f)           
Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest
on the Notes.


 


(g)           
The Additional Interest that is payable in accordance with Section 4.06‎(d) or Section 4.06‎(e) shall be in addition to
any Additional Interest that may accrue on the Notes as a result of the Company’s election pursuant to ‎Section 6.03.


 


(h)           
If Additional Interest is payable by the Company pursuant to Section 4.06‎(d) or Section 4.06‎(e), the Company shall deliver
to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable
and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives
at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.
If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an
Officer’s Certificate setting forth the particulars of such payment.


 


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


 


Section
4.08. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s
Certificate stating whether the signers thereof know of any Default or Event of Default that occurred during the previous year.


 


In addition, the Company shall deliver to
the Trustee, within 30 days after the occurrence thereof, written notice of any Event of Default or Default, its status and what
action the Company is taking or proposing to take in respect thereof; provided that the Company will not be required to
deliver such notice if such Event of Default or Default is no longer continuing or has been cured.


 


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


 






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Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section
5.01. Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semi-annually, not more than 5 days after each April 15 and October 15 in each year beginning with October 15, 2020,
and at such other times as the Trustee may request in writing, within 5 days after receipt by the Company of any such request (or
such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not
more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the
time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


Section
5.02. Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in ‎Section
5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to
it as provided in ‎Section 5.01 upon receipt of a new list so furnished.


 


Article
6

Defaults and Remedies


 


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


 


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


 


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


 


(c)           
failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a
Holder’s conversion right, and such failure continues for a period of three (3) Business Days;


 


(d)           
failure by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c) when
due and such failure continues for a period of three (3) Business Days or (ii) notice of a specified corporate transaction or
event in accordance with ‎Section 14.01(b)(ii) or ‎(iii)
when due;


 






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


 


(f)           
failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in
the Notes or this Indenture;


 


(g)           
default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument
under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess
of $20,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether
such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and
payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such indebtedness when due and
payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration
of acceleration or otherwise;


 


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


 


(i)           
an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days.


 






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Section
6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), then, and in each and every such case (other than an Event of Default specified in ‎Section 6.01(h) or ‎Section
6.01(i) with respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either
the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance
with ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal
of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same
shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the
contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the
Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become
and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


The
immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall
have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained
or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments
of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than
by acceleration (with interest on overdue installments of accrued and unpaid interest, and on such principal at the rate borne
by the Notes at such time) and amounts due to the Trustee pursuant to  ‎Section 7.06, and if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under
this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have
become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.09, then and in every such case
(except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect
to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent
thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect
any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental
Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes
when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 






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Section
6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent
the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations
as set forth in ‎Section 4.06(b) shall, for the first 360 days after
the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate
equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 calendar days
after the occurrence of such an Event of Default during which such an Event of Default is continuing (or, if earlier, the date
on which such Event of Default is cured or waived as provided for in this Indenture) and (ii) 0.50% per annum of the principal
amount of the Notes outstanding for each day from, and including, the 181st calendar day to, but excluding, the 360th calendar
day following the occurrence of such an Event of Default during which such Event of Default is continuing (or, if earlier, the
date on which such Event of Default is cured or waived as provided for in this Indenture). Additional Interest payable pursuant
to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to ‎Section
4.06(d) or ‎Section 4.06(e). If the Company so elects, such
Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the
361st day after such an Event of Default (if the Event of Default relating to the Company’s failure to comply with its obligations
as set forth in ‎Section 4.06(b) is not cured or waived prior
to such 361st day), the Notes shall be subject to acceleration as provided in ‎Section
6.02. The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any Event
of Default other than the Company’s failure to comply with its obligations as set forth in ‎‎‎Section 4.06(b).
In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this ‎Section
6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately
subject to acceleration as provided in ‎Section 6.02.


 


In
order to elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of an Event of Default
relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) in accordance with the immediately
preceding paragraph, the Company must notify all Holders, the Trustee and the Paying Agent in writing of such election prior to
the beginning of such 360-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration
as provided in ‎Section 6.02.


 


Section
6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b)
of ‎Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if
any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition
thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under ‎Section 7.06. If the Company
shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever
situated.


 






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


 


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


 


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


 


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


 


In
case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued
or abandoned because of any waiver pursuant to ‎Section 6.09 or any rescission and annulment pursuant to ‎Section
6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the
Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions
and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as though
no such proceeding had been instituted.


 






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


 


First,
to the payment of all amounts due the Trustee in any of its capacities hereunder under ‎Section 7.06;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(e)           
no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee
by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant
to ‎Section 6.09,


 


it
being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and
Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any other Holder (it being understood that the Trustee
shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder), or
to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided
herein). For the protection and enforcement of this  ‎Section 6.06, each and every Holder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


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


 


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


 






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Section
6.08. Remedies Cumulative and Continuing. Except as provided in the last paragraph of ‎Section 2.06, all powers
and remedies given by this ‎Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture,
and no delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default
or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of
Default or any acquiescence therein; and, subject to the provisions of ‎Section 6.06, every power and remedy given by this
 ‎Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Holders.


 


Section
6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate
principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict
with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to
the rights of any other Holder or that would involve the Trustee in personal liability or for which it has not received indemnity
or security satisfactory to it against any loss, liability or expense (it being understood that the Trustee shall not have an affirmative
duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder). The Holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders
of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment
of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase
Price) of, the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a failure by the Company
to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant
or provision hereof which under ‎Article 10 cannot be modified or amended without the consent of each Holder of an outstanding
Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions
and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this ‎Section
6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and
to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon.


 


Section
6.10. Notice of Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of
which a Responsible Officer of the Trustee has been notified in writing or has actual knowledge, deliver to all Holders notice
of all such Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of
such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption
Price, the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default
in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice
if and so long as it in good faith determines that the withholding of such notice is in the interests of the Holders.


 






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Section
6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance
thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions
of this ‎Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding
determined in accordance with ‎Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price, the
Fundamental Change Repurchase Price with respect to the Notes being repurchased as provided in this Indenture) on or after the
due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance
with the provisions of ‎Article 14.


 


Article
7

Concerning the Trustee


 


Section
7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default of which
a Responsible Officer of the Trustee has written notice or actual knowledge and after the curing or waiver of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In the event an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has written notice
or actual knowledge, the Trustee shall 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; provided that if an Event of Default occurs and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless
such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any loss,
liability or expense that might be incurred by it in compliance with such request or direction.


 


No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act
or its own willful misconduct, except that:


 






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(a)           
prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written notice or actual knowledge
and after the curing or waiving of all Events of Default that may have occurred:


 


(i)           
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)           
in the absence of gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein);


 


(b)           
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;


 


(c)           
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding
determined as provided in ‎Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;


 


(d)           
whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
protection to, the Trustee shall be subject to the provisions of this Section;


 


(e)           
the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other
matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar
with respect to the Notes;


 


(f)           
if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to
be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such
event occurred;


 


(g)           
in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent
or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this ‎Article 7 shall also be
afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent; and


 






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(h)           
under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers. The Trustee will be under no obligation to exercise any
of its rights and powers under this Indenture at the request or direction of any of the Holders unless such Holder has offered
(and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.


 


Section
7.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in ‎Section 7.01:


 


(a)           
the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, judgment, order, bond, note, coupon or other paper or document (whether
in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper
party or parties;


 


(b)           
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


(c)           
the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any written or verbal advice of such
counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted
by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


 


(d)           
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability
of any kind by reason of such inquiry or investigation;


 


(e)           
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part
of any agent, custodian, nominee or attorney appointed by it with due care hereunder;


 






    40


     


    

 


(f)           
the permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(g)           
the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


(h)           
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; and


 


(i)           
the Trustee shall not be obligated to take possession of any Common Stock, whether upon conversion or in connection with any discharge
of this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock
transfer agent of the Company from time to time as directed by the Company.


 


In no event shall the Trustee be liable
for any consequential, punitive, incidental, special or indirect loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1)
a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or
Event of Default shall have been actually received by a Responsible Officer of the Trustee by the Company or by any Holder of the
Notes at the Corporate Trust Office and such notice references the Notes and/or this Indenture.


 


Section
7.03. No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes.
The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated
and delivered by the Trustee in conformity with the provisions of this Indenture or any money paid to the Company or upon the Company’s
direction under any provision of the Indenture.


 


Section
7.04. Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee,
any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar,
in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were
not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.


 


Section
7.05. Monies to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated
from other funds or property except to the extent required by law. The Trustee shall be under no liability for interest or investment
income on any money received by it hereunder except as may be agreed from time to time by the Company and the Trustee.


 






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Section
7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity
under this Indenture, from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)
as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any
of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements
of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall
have been caused by its gross negligence or willful misconduct as determined by a final, non-appealable decision of a court of
competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other
document or transaction entered into in connection herewith and its officers, directors, attorneys, employees and agents and any
authenticating agent for, and to hold them harmless against, any loss, claim (whether asserted by the Company, a Holder or any
Person), damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,
directors, attorneys, agents or employees, or such agent or authenticating agent, as the case may be, as determined by a final,
non-appealable decision of a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration
of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim
of liability in the premises. The obligations of the Company under this ‎Section 7.06 to compensate or indemnify the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien to which the Notes
are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of ‎Section
6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment
of any amounts due under this ‎Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company.
The obligation of the Company under this ‎Section 7.06 shall survive the satisfaction and discharge of this Indenture, the
payment or conversion of the Notes and the earlier resignation or removal of the Trustee. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this ‎Section 7.06
shall extend to the officers, directors, attorneys, agents and employees of the Trustee.


 


Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating
agent incur expenses or render services after an Event of Default specified in  ‎Section 6.01(h) or ‎Section
6.01(i) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration
under any bankruptcy, insolvency or similar laws.


 


Section
7.07. Officer’s Certificate as Evidence. Except as otherwise provided in ‎Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of gross negligence and willful misconduct on the part of the Trustee, be deemed to be conclusively
proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the
absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action
taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 






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Section
7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act (as if, for this purpose, the Trust Indenture Act were applicable hereto) to act as such and
has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section
7.09. Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the giving of such notice of resignation to the Company, the resigning Trustee may, upon ten Business
Days’ notice to the Company and the Holders and at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months
(or since the date of this Indenture) may, subject to the provisions of ‎Section 6.11, on behalf of himself or herself and
all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


           
(b)          In case at any time any of the following shall occur:


 


        
(i)            the Trustee shall cease to be eligible in accordance
with the provisions of ‎Section 7.08 and shall fail to resign after written request therefor by the Company or by any such
Holder, or


 


        
(ii)            the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then,
in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee, or, subject to the provisions of  ‎Section 6.11, any Holder who has been a bona
fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.


 






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(c)            The Holders of a majority in aggregate principal amount
of the Notes at the time outstanding, as determined in accordance with ‎Section 8.04, may at any time remove the Trustee and
nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company
of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder, upon the terms and conditions
and otherwise as in ‎Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor
trustee.


 


           
(d)            Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this ‎Section 7.09 shall become effective upon acceptance of appointment
by the successor trustee as provided in ‎Section 7.10.


 


Section
7.10. Acceptance by Successor Trustee. Any successor trustee appointed as provided in ‎Section 7.09 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of ‎Section 7.06,
execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to
act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by such trustee
as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant
to the provisions of ‎Section 7.06.


 


No
successor trustee shall accept appointment as provided in this  ‎Section 7.10 unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of ‎Section 7.08.


 


Upon
acceptance of appointment by a successor trustee as provided in this  ‎Section 7.10, each of the Company and the successor
trustee, at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession
of such trustee hereunder to the Holders. If the Company fails to deliver such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company.


 


Section
7.11. Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate
trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder
without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that
in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee
such corporation or other entity shall be eligible under the provisions of ‎Section 7.08.


 






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In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent
appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate
such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor
trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


Section
7.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions
from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects
the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken
or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance
with a proposal included in such application on or after the date specified in such application (which date shall not be less than
three Business Days after notice to the Company has been deemed to have been given pursuant to Section 17.03, unless any such officer
shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case
of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application
specifying the action to be taken or omitted.


 


Article
8

Concerning the Holders


 


Section
8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of
the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders
of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor
thereof at any meeting of Holders duly called and held in accordance with the provisions of ‎Article 9, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits
the taking of any action by the Holders of the Notes, the Company or the Trustee may fix, but shall not be required to, in advance
of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is
selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.


 






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Section
8.02. Proof of Execution by Holders. Subject to the provisions of ‎Section 7.01, ‎Section
7.02 and ‎Section 9.05, proof of the execution of any
instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved
by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the
manner provided in ‎Section 9.06.


 


Section
8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion
Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may
treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership
or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment
of or on account of the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of and (subject
to ‎Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes under this
Indenture; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be
affected by any notice to the contrary. The sole registered holder of a Global Note shall be the Depositary or its nominee. All
such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of
the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or
shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event
of Default, any owner of a beneficial interest in a Global Note may directly enforce against the Company, without the consent,
solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange
such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.


 


Section
8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount
of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company,
by any Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any
such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent, waiver or other action, only Notes with respect to which a Responsible Officer has received written notice
that such Notes are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding
for the purposes of this ‎Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company or a Subsidiary thereof. In
the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate
listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described
Persons; and, subject to ‎Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any
such determination.


 






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Section
8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee,
as provided in ‎Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount
of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to
be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its
Corporate Trust Office and upon proof of holding as provided in ‎Section 8.02, revoke such action so far as concerns such Note.
Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon
all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration of
transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange
or substitution therefor or upon registration of transfer thereof.


 


Article
9

Holders’ Meetings


 


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


 


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


 


(b)        
to remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 7;


 


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


 


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


 






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Section
9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified
in ‎Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the
Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting
and the establishment of any record date pursuant to ‎Section 8.01, shall be delivered to Holders of such Notes. Such notice
shall also be delivered to the Company. Such notices shall be delivered not less than 20 nor more than 90 days prior to the date
fixed for the meeting.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section
9.07. No Delay of Rights by Meeting. Nothing contained in this ‎Article 9 shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Notes. Nothing contained in this ‎Article 9 shall be deemed or construed
to limit any Holder’s actions pursuant to the applicable procedures of the Depositary so long as the Notes are Global Notes.


 


Article
10

Supplemental Indentures


 


Section
10.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company and the
Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:


 


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


 






    49


     


    

 


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


 


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


 


(d)         
to secure the Notes;


 


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


 


(f)          
to make any change that does not adversely affect the rights of any Holder under this Indenture or the Notes, as determined by
the Company in good faith;


 


(g)         
in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions
of ‎Section 14.02 and in accordance with ‎Section 14.07;


 


(h)         
to increase the Conversion Rate as provided in this Indenture;


 


(i)          
to provide for the appointment of and acceptance of appointment by a successor trustee pursuant to ‎Section 7.09 or to facilitate
the administration of the trusts under this Indenture by more than one trustee;


 


(j)          
to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement
Method (provided that no such election or elimination will affect any Settlement Method previously elected (or deemed to
be elected) with respect to any Note);


 


(k)         
to conform the provisions of this Indenture or the Notes to any provision of the “Description of Notes” section of
the Offering Memorandum, as certified by the Company in an Officer’s Certificate; or


 


(l)          comply
with the rules of the Depositary, provided any such amendment does not affect the Company’s obligation to pay Additional
Interest on the Notes pursuant to ‎Section 4.06(e).


 


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


 


Any
supplemental indenture authorized by the provisions of this  ‎Section 10.01 may be executed by the Company and the Trustee
without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of ‎Section
10.02.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)         
change the ranking of the Notes;


 


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


 


(i)          
make any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section
6.02 or ‎Section 6.09.


 


Upon
the written request of the Company, and upon the filing with the Trustee of evidence of the consent of the requisite Holders as
aforesaid and subject to  ‎Section 10.05, the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights, duties, privileges, indemnities or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


Holders
do not need under this  ‎Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall
be sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company
shall deliver to the Holders (with a copy to the Trustee) a notice briefly describing such supplemental indenture. However, the
failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental
indenture.


 






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


 


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


 


Section
10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required
by ‎Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the requirements of this ‎Article 10 and is permitted
or authorized by this Indenture and that the supplemental indenture constitutes the legal, valid and binding obligation of the
Company enforceable in accordance with its terms.


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


Section
11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of ‎Section 11.02, the Company
shall not consolidate with, merge with or into, or sell, convey, transfer or lease in one transaction or a series of transactions
all or substantially all the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another
Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s Wholly Owned Subsidiaries),
unless:


 


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


 






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


 


For
purposes of this ‎‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties
and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead
of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis,
shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company
to another Person.


 


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


 


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


 


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


 






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Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


Section
12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued
and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note, nor because
of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer
or director or Subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.


 


Article
13

Intentionally Omitted


 


Article
14

Conversion of Notes


 


Section
14.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14, each
Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted
is $1,000 principal amount or a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section
14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1, 2027 under the circumstances
and during the periods set forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b),
on or after February 1, 2027 and prior to the close of business on the second Business Day immediately preceding the Maturity
Date, in each case, at an initial conversion rate of 25.7785 shares of Common Stock (subject to adjustment as provided in this
‎Article 14, the “Conversion Rate”)
per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 14.02, the
 “Conversion Obligation”).


 






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(b)         
(i) Prior to the close of business on the Business Day immediately preceding February 1, 2027, a Holder may surrender all
or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,
as determined following a written request by a Holder of Notes in accordance with this ‎Section 14.01(b)(i), for each Trading
Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ‎Section
14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Bid Solicitation Agent (if other than the Company)
shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested
such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as
Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes)
unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that
the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of
the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other
than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine the Trading
Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading
Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid
quotations, the Company shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally
recognized securities dealers selected by the Company, and the Company shall direct those security dealers to provide bids to
the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If (x) the Company is not acting
as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to obtain
bids, or if the Company so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such
determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination. then,
in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the
Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price
condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other
than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price
per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common
Stock and the Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if
other than the Trustee) in writing, and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company)
shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until a new
Holder request is made pursuant to this ‎Section 14.01(b)(i).


 


(ii)           
If, prior to the close of business on the Business Day immediately preceding February 1, 2027, the Company elects to:


 


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


 






    55


     


    

 


(B)            
distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase
securities of the Company (other than in connection with a stockholder rights plan prior to the separation of such rights from
the Common Stock), which distribution has a per share value, as reasonably determined by the Company, exceeding 10% of the Last
Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,


 


then, in either case, the Company shall notify the Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 50 Scheduled Trading Days prior
to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or
any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place, even if the Notes are not otherwise convertible at such time.


 


(iii)           
If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change
occurs prior to the close of business on the Business Day immediately preceding February 1, 2027, regardless of whether a
Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (ii) if the Company
is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets
that occurs prior to the close of business on the Business Day immediately preceding February 1, 2027, in each case pursuant
to which the Common Stock would be converted into cash, securities or other assets (other than a merger effected solely to change
the Company’s jurisdiction of incorporation that does not otherwise constitute a Make-Whole Fundamental Change or a Fundamental
Change), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or
after the effective date of the transaction or event until 35 Trading Days after the actual effective date of such transaction
or event or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date.
The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable
following the date the Company publicly announces such transaction or event, but in no event later than the actual effective date
of such transaction or event.


 


(iv)           
Prior to the close of business on the Business Day immediately preceding February 1, 2027, a Holder may surrender all or
any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on September
30, 2020 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of
the immediately preceding fiscal quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.


 






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(v)           
If the Company calls any or all of the Notes for redemption pursuant to ‎Article 16 prior to the Maturity Date (such notes
which are actually called for redemption or are subject to Deemed Redemption, “Called Notes”), then a Holder
may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business
Day prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right
to convert such Called Notes on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company
defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called
Notes until the Redemption Price has been paid or duly provided for. If the Company calls fewer than all of the outstanding Notes
for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note)
is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately before
the relevant Redemption Date, 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 Business Day prior to such Redemption Date, unless the Company defaults in the
payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed
to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the
purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes pursuant to this
 ‎Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion
Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the
outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert
such Notes pursuant to this ‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account
of the Redemption Notice, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b)
and are converted during the related Redemption Period. The Trustee shall not be obligated to determine whether any beneficial
owner’s Notes are subject to Deemed Redemption.


 


Section
14.02. Conversion Procedure; Settlement Upon Conversion.


 


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


 


(i)           
All conversions occurring (x) on or after February 1, 2027 or (y) during a Redemption Period shall be settled using
the same Settlement Method.


 






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(ii)           
Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which
the relevant Conversion Date occurs on or after February 1, 2027, the Company shall use the same Settlement Method for all
conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method
with respect to conversions that occur on different Conversion Dates.


 


(iii)           
If, in respect of any Conversion Date (or one of the periods described in the fourth immediately succeeding set of parentheses,
as the case may be), the Company elects a Settlement Method, the Company shall deliver a written notice (the “Settlement
Notice”) of the Settlement Method so elected in respect of such Conversion Date (or such period, as the case may be)
to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on
the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions (x) occurring (i) during
a Redemption Period, in such Redemption Notice, or (ii) on or after February 1, 2027, no later than the close of business
on the Business Day immediately preceding February 1, 2027, or (y) for which the Company has irrevocably elected Combination
Settlement, with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000, to apply pursuant to the provisions
described in the immediately succeeding paragraph, in the related notice described in such paragraph). If the Company does not
timely elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer
have the right to elect Cash Settlement or Physical Settlement for such conversion or during such period and the Company shall
be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per
$1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method
and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount
per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of
its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement
Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.


 


By written notice to the Holders,
the Trustee and the Conversion Agent, the Company may, prior to February 1, 2027, irrevocably elect Combination Settlement, with
a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000, to apply to all conversions for which the relevant Conversion
Date occurs subsequent to the date of delivery of such notice; provided that any such election that is made during a Redemption
Period (but after the Redemption Notice Date) will not apply to any conversions of Called Notes with Conversion Dates that occur
during such Redemption Period.


 


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


 






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


 


(B)            
if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall
pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the
sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and


 


(C)            
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination
Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted,
a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the related
Observation Period.


 


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


 


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


 






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If a Holder converts more than one Note
on a Conversion Date, then the Conversion Obligation due upon such conversion shall (in the case of any Global Note, to the extent
permitted by, and practicable under, the applicable procedures of the Depositary) be computed based on the total principal amount
of Notes converted on such Conversion Date by that Holder.


 


(c)           
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth
in ‎‎Section 14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration
due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if
the Company elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the relevant
Observation Period, in the case of any other Settlement Method; provided that, with respect to any Conversion Date occurring
during a Redemption Period, the Company will settle any such conversion for which Physical Settlement is applicable on the relevant
Redemption Date; provided further that, notwithstanding the foregoing, with respect to any Conversion Date occurring on
or after February 1, 2027, the Company will settle any such conversion for which Physical Settlement is applicable on the Maturity
Date. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver
to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the
full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion
Obligation.


 


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


 


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


 






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


 


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


 


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


 


(i)           
The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be deemed
to be the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date (if the
Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation
Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon
a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion.


 






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


 


Section
14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes
or Called Notes During a Redemption Period. (a) If (x) the Effective Date of a Make-Whole Fundamental Change occurs prior
to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or (y) the
Company issues a Redemption Notice pursuant to ‎Section 16.02 and a Holder elects to convert its Called Notes pursuant to ‎Section
14.01(b)(v) during the related Redemption Period, the Company shall, under the circumstances described below, increase the Conversion
Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”),
as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change
Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso
in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental
Change) (such period, the “Make-Whole Fundamental Change Period”). For the avoidance of doubt, if the Company
elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called
Notes will not be entitled to convert such Notes pursuant to ‎Section 14.01(b)(v) and will not be entitled to an increase in
the Conversion Rate on account of the Redemption Notice, even if such Notes are otherwise convertible pursuant to ‎Section
14.01(b)(i)-‎(iv) and are converted during the related Redemption Period.


 


(b)           
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to ‎Section 14.01(b)(iii)
or upon surrender of Called Notes during a Redemption Period pursuant to ‎Section 14.01(b)(v), the Company shall, at its option,
satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with
 ‎Section 14.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table below; provided,
however, that if, the Reference Property in any Make-Whole Fundamental Change described in clause (b) of the definition
of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole
Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall
be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any increase
to reflect the Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined
and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify the Holders, the
Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later
than five Business Days after such Effective Date.


 






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(c)           
The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions during the Make-Whole
Fundamental Change Period or, with respect to conversions of Called Notes, during the Redemption Period shall be determined by
reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective
Date”) or the Redemption Notice Date, as applicable and the price (the “Stock Price”) paid (or deemed
to be paid) per share of Common Stock in the Make-Whole Fundamental Change or on the Redemption Notice Date, as applicable, as
set forth in this ‎Section 14.03. If the holders of the Common Stock receive in exchange for their Common Stock only cash
in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the
cash amount paid per share. In the case of any other Make-Whole Fundamental Change or in the case of any Optional Redemption,
the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change
or the Redemption Notice Date, as the case may be. In the event that a Conversion Date occurs during both a Redemption Period
and a Make-Whole Fundamental Change Period, a Holder of any such Notes to be converted will be entitled to a single increase to
the Conversion Rate with respect to the first to occur of the applicable Redemption Notice Date or Effective Date, and the later
event shall be deemed not to have occurred for purposes of this ‎Section 14.03.


 


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




 






    63


     


    





 


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


 


	Effective Date /

 Redemption Notice	 	Stock Price	 
	Date	 	$ 29.84	 	 	$ 35.00	 	 	$ 38.79	 	 	$ 45.00	 	 	$ 50.43	 	 	$ 60.00	 	 	$ 75.00	 	 	$ 90.00	 	 	$ 120.00	 	 	$ 150.00	 	 	$ 200.00	 	 	$ 400.00	 
	April 16, 2020	 	 	7.7335	 	 	 	5.9889	 	 	 	5.0709	 	 	 	3.9831	 	 	 	3.3089	 	 	 	2.4952	 	 	 	1.7393	 	 	 	1.2948	 	 	 	0.8034	 	 	 	0.5400	 	 	 	0.2976	 	 	 	0.0000	 
	May 1, 2021	 	 	7.7335	 	 	 	5.8463	 	 	 	4.8881	 	 	 	3.7709	 	 	 	3.0916	 	 	 	2.2897	 	 	 	1.5676	 	 	 	1.1557	 	 	 	0.7124	 	 	 	0.4791	 	 	 	0.2654	 	 	 	0.0000	 
	May 1, 2022	 	 	7.7335	 	 	 	5.6423	 	 	 	4.6406	 	 	 	3.4956	 	 	 	2.8162	 	 	 	2.0368	 	 	 	1.3632	 	 	 	0.9940	 	 	 	0.6092	 	 	 	0.4104	 	 	 	0.2290	 	 	 	0.0000	 
	May 1, 2023	 	 	7.7335	 	 	 	5.3966	 	 	 	4.3390	 	 	 	3.1616	 	 	 	2.4854	 	 	 	1.7400	 	 	 	1.1313	 	 	 	0.8151	 	 	 	0.4983	 	 	 	0.3375	 	 	 	0.1902	 	 	 	0.0000	 
	May 1, 2024	 	 	7.7335	 	 	 	5.0883	 	 	 	3.9567	 	 	 	2.7420	 	 	 	2.0775	 	 	 	1.3870	 	 	 	0.8695	 	 	 	0.6204	 	 	 	0.3816	 	 	 	0.2611	 	 	 	0.1491	 	 	 	0.0000	 
	May 1, 2025	 	 	7.7335	 	 	 	4.6617	 	 	 	3.4272	 	 	 	2.1780	 	 	 	1.5497	 	 	 	0.9612	 	 	 	0.5789	 	 	 	0.4138	 	 	 	0.2599	 	 	 	0.1803	 	 	 	0.1043	 	 	 	0.0000	 
	May 1, 2026	 	 	7.7335	 	 	 	3.9789	 	 	 	2.5661	 	 	 	1.3304	 	 	 	0.8318	 	 	 	0.4647	 	 	 	0.2792	 	 	 	0.2060	 	 	 	0.1339	 	 	 	0.0940	 	 	 	0.0549	 	 	 	0.0000	 
	May 1, 2027	 	 	7.7335	 	 	 	2.7929	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 





 


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


 


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


 


(ii)           
if the Stock Price is greater than $400.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 


(iii)           
if the Stock Price is less than $29.84 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding
the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 33.5120 shares of Common Stock,
subject to adjustment in the same manner as the Conversion Rate pursuant to  ‎Section 14.04.


 






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(f)           
Nothing in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate that would otherwise be required pursuant
to ‎Section 14.04.


 


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


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend
                                                                                               Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split
                                                                                               or share combination, as applicable;



 


	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;



 


	OS0	=	the
                                         number of shares of Common Stock outstanding immediately prior to the open of business
                                         on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend,
                                         distribution, share split or share combination); and



 


	OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or
share combination.



 


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


 






    65


     


    

 


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


 





 


where,


 


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



 


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



 


	OS0	=	the
                                         number of shares of Common Stock outstanding immediately prior to the open of business
                                         on such Ex-Dividend Date;



 


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



 


	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided
by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on,
and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.



 


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


 


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


 






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(c)           
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities of the Company, to all or substantially all holders
of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to ‎Section
14.04(a) or ‎Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected
pursuant to ‎Section 14.04(d), (iii) distributions of Reference Property in a transaction described in ‎Section 14.07
and (iv) Spin-Offs as to which the provisions set forth below in this ‎Section 14.04(c) shall apply (any of such shares
of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock
or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the
following formula:


 





 


where,


 


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



 


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



 


	SP0	=	the
                                         average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive
                                         Trading Day period ending on, and including, the Trading Day immediately preceding the
                                         Ex-Dividend Date for such distribution; and



 


	FMV	=	the fair market value (as determined by the Company) of the Distributed Property with respect to each outstanding share
of the Common Stock on the Ex-Dividend Date for such distribution.



 


Any
increase made under the portion of this  ‎Section 14.04(c) above shall become effective immediately after the open of
business on the Ex-Dividend Date for such distribution. If such distribution is not paid or made, the Conversion Rate shall be
decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. In the case of any distribution
of rights, options or warrants, to the extent such rights, options or warrants expire unexercised, the applicable Conversion Rate
shall be immediately readjusted to the applicable Conversion Rate that would then be in effect had the increase made for the distribution
of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered
upon the exercise of such rights, options or warrants. Notwithstanding the foregoing, if “FMV” (as defined above) is
equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note
shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common
Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.


 






    67


     


    

 


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


 





 


where,


 


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



 


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



 


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



 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.



 


The
adjustment to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of
the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable,
if the relevant Conversion Date occurs during the Valuation Period, references to “10” in the portion of this 
 ‎Section 14.04(c) related to Spin-Offs shall be deemed replaced with such lesser number of Trading Days as have elapsed from,
and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate
and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading
Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10”
in the portion of this ‎Section 14.04(c) related to Spin-Offs shall be deemed replaced with such lesser number of Trading Days
as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the
Conversion Rate as of such Trading Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off
is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Company determines
not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared or announced.


 






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


 


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


 


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


 


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


 






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


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;



 


	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;



 


	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend
or distribution; and



 


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



 


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


 






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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;



 


	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;



 


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



 


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



 


	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving
effect to the purchase of 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 of the Common Stock over the 10 consecutive Trading Day period commencing on, and
including, the Trading Day next succeeding the date such tender or exchange offer expires.



 


The
adjustment to the Conversion Rate under this  ‎Section 14.04(e) shall
occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the
date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement
is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading
Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in
this ‎Section 14.04(e) shall be deemed replaced with such lesser number
of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer
expires to, and including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes
for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation
Period for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding
the expiration date of any tender or exchange offer, references to “10” or “10th” in this ‎Section
14.04(e) shall be deemed replaced with such lesser number of Trading Days
as have elapsed from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and
including, such Trading Day in determining the Conversion Rate as of such Trading Day.


 






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If
the Company or its Subsidiaries are obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer
described in this  ‎Section 14.04(e) but is permanently prevented
by applicable law from effecting any such purchase or all such purchases are rescinded, the applicable Conversion Rate will be
readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been
made only in respect of the purchases that have been made. 


 


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


 


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


 


(h)           
In addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section
14.04, and subject to the applicable listing standards of The Nasdaq Global Select Market, the Company from time to time may increase
the Conversion Rate by any amount for a period of at least 20 Business Days if the Company determines that such increase would
be in the Company’s best interest. In addition, subject to the applicable listing standards of The Nasdaq Global Select
Market, the Company may (but is not required to) increase the applicable Conversion Rate to avoid or diminish income tax to holders
of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares of Common
Stock (or rights to acquire shares of Common Stock) or similar event.


 


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


 






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


 


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


 


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


 


(iv)           
upon the repurchase of shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction
that is not a tender offer or exchange offer of the nature described in ‎Section 14.04(e);


 


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


 


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


 


(j)           
The Company shall not be required to make an adjustment pursuant to clauses ‎(a), ‎(b), ‎(c), ‎(d) or ‎(e)
of this ‎Section 14.04 unless such adjustment would result in a change of at least 1% of the then effective Conversion Rate.
However, notwithstanding the foregoing, the Company shall defer and carry forward any adjustment that the Company would otherwise
have to make and take that adjustment into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried-forward
adjustments shall be made with respect to the Notes (i) where the aggregate of all such carried-forward adjustments equals or
exceeds 1% of the Conversion Rate and (ii) regardless of whether the aggregate adjustment is less than 1% of the Conversion Rate,
(w) on the Conversion Date for any Notes (in the case of Physical Settlement), (x) on each Trading Day of any Observation Period
with respect to any Notes (in the case of Cash Settlement or Combination Settlement), (y) the effective date of a Fundamental
Change or the Effective Date of a Make-Whole Fundamental Change or (z) February 1, 2027. All calculations and other determinations
under this ‎Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a
share.


 


(k)            Whenever the Conversion Rate is adjusted as herein
provided, the Company shall promptly file with the Trustee (and the Conversion Agent if not the Trustee) an Officer’s Certificate
setting forth (i) the adjusted Conversion Rate, (ii) the subsection of this Section 14.04 pursuant to which such adjustment has
been made, showing in reasonable detail the facts upon which such adjustment is based and (iii) the date as of which such adjustment
is effective (which certificates shall be conclusive evidence of the accuracy of such adjustment absent manifest error). Unless
and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed
to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which
it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment
of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall
deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice shall not affect the
legality or validity of any such adjustment.


 






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


 


Section
14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last
Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days
(including, without limitation, an Observation Period and the period, if any, for determining the Stock Price for purposes of a
Make-Whole Fundamental Change), the Company shall make appropriate adjustments in good faith and in a commercially reasonable manner
to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the
Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date of the event occurs, at any time during the period
when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


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


 


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


 


(a)           
In the case of:


 


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


 


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


 


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


 


(iv)           
any statutory share exchange,


 






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in
each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property
or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and
after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into
a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property
or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion
Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,
with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one
share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event,
the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture
permitted under ‎Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes;
provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have
the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance
with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02
shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon
conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference
Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (III) the Daily VWAP
shall be calculated based on the value of a unit of Reference Property.


 


If
the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the
Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received
by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall
refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock
receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective
date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash
in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant
to ‎Section 14.03), multiplied by the price paid per share of Common Stock in such Merger Event and (B) the Company
shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the
relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in
writing of such weighted average as soon as practicable after such determination is made.


 


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


 






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(b)           
When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall
promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to
be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to
be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to
be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.


 


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


 


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


 


(e)           
Upon the consummation of any Merger Event, references to “Common Stock” shall be deemed to refer to any Reference
Property that constitutes capital stock after giving effect to such Merger Event.


 


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


 


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


 


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


 






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


 


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


 


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


 


(b)           
Merger Event; or


 


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


 


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


 






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Section
14.11. Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes,
each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights,
if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each
case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However,
if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions
of the applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect of Common
Stock, if any, issuable upon conversion of the Notes, the Conversion Rate shall be adjusted at the time of separation as if the
Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in ‎Section 14.04(c),
subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section
14.12. Exchange In Lieu Of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may,
at its election, direct the Conversion Agent to surrender, on or prior to the Business Day immediately following the relevant Conversion
Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”)
for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion
for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange
for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election,
that would otherwise be due upon conversion as described in ‎Section 14.02 above or such other amount agreed to by the converting
Holder and the Designated Institution(s) (the “Conversion Consideration”). If the Company makes the election
described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify
in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that
it has made such election, and the Company shall notify the Designated Institution(s) of the relevant deadline for delivery of
the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered (unless the form of Conversion
Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as set forth in this ‎Section 14.12.
Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the Depositary.


 


(b)            If any Designated Institution agrees to accept any
Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration to the Conversion
Agent, or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified
in ‎Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of
 ‎Section 14.02 as if the Company had not made the Exchange Election.


 






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(c)           
For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this ‎Section
14.12 require such Designated Institution to accept any Notes for exchange.


 


Article
15

Repurchase of Notes at Option of Holders


 


Section
15.01. Intentionally Omitted.


 


Section
15.02. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time
prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase
for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly
withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change
Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date
of the Fundamental Change Company Notice (provided that the Fundamental Change Repurchase Date shall be subject to postponement
in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date
hereof) at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to,
but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the
Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such
Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the
Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal
amount of Notes to be repurchased pursuant to this ‎Article 15. Any Notes so repurchased by the Company shall be paid for in
cash.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)           
the events causing the Fundamental Change;


 


(ii)           
the effective date of the Fundamental Change;


 


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


 


(iv)           
the Fundamental Change Repurchase Price;


 


(v)           
the Fundamental Change Repurchase Date;


 






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


 


(vii)           
if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of such Fundamental Change (or related
Make-Whole Fundamental Change);


 


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


 


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


 


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


 


At the Company’s request, given at
least five days prior to the date the Fundamental Change Company Notice is to be sent, the Trustee shall give such notice in the
Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such
Fundamental Change Company Notice shall be prepared by the Company.


 


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


 


(e)            The Company shall not be required to repurchase or make
an offer to repurchase Notes upon the occurrence of a Fundamental Change otherwise required under this ‎‎Section 15.02
if a third party makes such an offer to purchase Notes in the same manner, at the same time and otherwise in compliance with the
requirements for an offer made by the Company as set forth in this Indenture and such third party purchases all Notes properly
surrendered and not validly withdrawn under such offer to purchase.


 


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


 






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


 


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


 


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


 


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


 


Section
15.04. Deposit of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other paying
agent appointed by the Company, or if the Company is acting as its own paying agent, set aside, segregate and hold in trust as
provided in ‎Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount
of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject
to receipt of funds and/or Notes by the Trustee (or other paying agent appointed by the Company), payment for Notes surrendered
for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change
Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied
the conditions in ‎Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or
other paying agent appointed by the Company) by the Holder thereof in the manner required by ‎Section 15.02 by mailing checks
for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided,
however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to
the Company any funds in excess of the Fundamental Change Repurchase Price.


 


(b)           
If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other paying agent appointed by
the Company) holds money sufficient to pay the Fundamental Change Repurchase Price of the Notes to be repurchased on the Fundamental
Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly
withdrawn in accordance with the provisions of this Indenture, (i) such Notes will cease to be outstanding, (ii) interest will
cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered
to the Trustee or paying agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to
receive the Fundamental Change Repurchase Price).


 






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


 


Section
15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer
pursuant to this ‎Article 15, the Company will, if required:


 


(a)           
comply with the provisions of any tender offer rules under the Exchange Act that may then be applicable;


 


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


 


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


 


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


 


Article
16

Optional Redemption


 


Section
16.01. Optional Redemption. The Notes shall not be redeemable by the Company prior to May 6, 2024. On or after
May 6, 2024, the Company may, at its option, redeem (an “Optional Redemption”) for cash all or any portion
of the Notes (subject to Section 16.02(e)), at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been
at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive
Trading Day period (including the last trading day of such period) ending on, and including, the Trading Day immediately preceding
the date on which the Company provides the Redemption Notice in accordance with ‎Section 16.02.


 


Section
16.02. Notice of Optional Redemption; Selection of Notes. (a) In case the Company exercises its Optional Redemption
right to redeem all or, as the case may be, any part of the Notes pursuant to ‎Section 16.01, it shall fix a date for redemption
(each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business
Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee),
the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such
Optional Redemption (a “Redemption Notice”) not less than 50 nor more than 60 Scheduled Trading Days prior to
the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent, and each Holder of Notes
so to be redeemed as a whole or in part; provided, however, that, if the Company shall give such notice, it shall
also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day.


 






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(b)           
The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice
to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for
the redemption of any other Note.


 


(c)           
Each Redemption Notice shall specify:


 


(i)           
the Redemption Date;


 


(ii)           
the Redemption Price;


 


(iii)           
that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest
thereon, if any, shall cease to accrue on and after the Redemption Date;


 


(iv)           
the place or places where such Notes are to be surrendered for payment of the Redemption Price;


 


(v)           
that Holders of Called Notes may surrender their Notes for conversion at any time prior to the close of business on the second
Business Day immediately preceding the Redemption Date;


 


(vi)           
the procedures a converting Holder must follow to convert its Notes and the Settlement Method;


 


(vii)           
the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with ‎Section
14.03;


 


(viii)           
the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and


 


(ix)           
in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the
Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be
issued, which principal amount must be $1,000 or a multiple thereof.


 


A Redemption Notice shall be irrevocable.


 


(d)           
If fewer than all of the outstanding Notes are to be redeemed, the Notes to be redeemed will be selected according to the Depositary’s
applicable procedures, in the case of Notes represented by a Global Note, or, in the case of Notes represented by Physical Notes,
the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part. If any
Note selected for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted
for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in the case of
Notes represented by a Global Note, to the Depositary’s applicable procedures.


 






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(e)           
If fewer than all of the outstanding Notes are to be redeemed, at least $100.0 million aggregate principal amount of Notes must
be outstanding and not subject to redemption as of the relevant Redemption Notice Date.


 


Section
16.03. Payment of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes
in accordance with ‎Section 16.02, the Notes called for redemption shall become due and payable on the Redemption Date at the
place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of such Notes
at the place or places stated in the Redemption Notice, such Notes shall be paid and redeemed by the Company at the applicable
Redemption Price.


 


(b)           
Prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company
or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in ‎Section 7.05
an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price
of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes
to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon
written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


Section
16.04. Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the
Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or
prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the
Redemption Price with respect to such Notes).


 


Article
17

Miscellaneous Provisions


 


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


 


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


 


Section
17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made,
for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter
box addressed (until another address is filed by the Company with the Trustee) to Natera, Inc., 201 Industrial Road, Suite 410,
San Carlos, CA 94070, Attention: General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format (it
being agreed that such notice to the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if it is
in writing and actually received by the Trustee).


 






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The Trustee, by notice to the Company, may
designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication delivered or
to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it
appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication
delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the
Depositary and shall be sufficiently given to it if so delivered within the time prescribed.


 


Failure to mail or deliver a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is
mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee receives
it.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section
17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


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


 


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


 






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Section
17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by
the terms of this Indenture and that in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; provided that no Opinion of Counsel shall be required to be delivered
in connection with the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable
procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless either
a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered)
or the Note is deemed to be represented by the unrestricted CUSIP pursuant to the procedures set forth in footnote 1 of the Note
(in which case an Opinion of Counsel with respect to those procedures shall be delivered); provided further that no Opinion
of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders
under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters
of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.


 


Each
Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered
to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in 
 ‎Section 4.08) shall include (a) a statement that the person signing such certificate is familiar with the requested action
and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement
contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination
or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted
by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture
and that all conditions precedent thereto have been complied with.


 


Notwithstanding
anything to the contrary in this  ‎Section 17.05, if any provision in this Indenture specifically provides that the
Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder,
the Trustee shall be entitled to such Opinion of Counsel.


 


Section
17.06. Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date or Maturity
Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next
succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the
delay.


 


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


 






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Section
17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any
Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note
Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


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


 


Section
17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its
behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof
and transfers and exchanges of Notes hereunder, including under ‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section
2.07, ‎Section 10.04 and ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such
Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent
shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section 7.08.


 


Any
corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated,
or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall
be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall be
the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under
this ‎Section 17.10, without the execution or filing of any paper or any further act on the part of the parties hereto
or the authenticating agent or such successor corporation or other entity.


 


Any authenticating agent may at any time
resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency
of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible
under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice
of such appointment to the Company.


 


The Company agrees to pay to the authenticating
agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent, if
it determines such agent’s fees to be unreasonable.


 






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The
provisions of  ‎Section 7.02, ‎Section 7.03, ‎Section 7.04, ‎Section 8.03 and this ‎Section 17.10 shall
be applicable to any authenticating agent.


 


If
an authenticating agent is appointed pursuant to this ‎Section 17.10, the Notes may have endorsed thereon, in addition
to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:


 


__________________________,

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.


 


	By:  		 



		Authorized	Signatory



 


Section
17.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this
Indenture and of signature pages by facsimile, PDF transmission or other electronic signature or transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes. Unless otherwise provided herein or in the Notes, the words “execute,” “execution,” “signed,”
and “signature” and words of similar import used in or related to any document to be signed in connection with this
Indenture, any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)
shall be deemed to include electronic signatures and 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 in ink or the use of a paper-based recordkeeping system,
as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based
on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee
is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by
the Trustee pursuant to procedures approved by the Trustee.


 


Section
17.12. Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable,
then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way
be affected or impaired.


 


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


 






    89


     


    

 


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


 


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


 


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


 


[Remainder of page
intentionally left blank]


 






    90


     


    

 


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


 


	 	NATERA, INC.
	 	 
	 	By:	/s/ Michael Brophy
	 	Name:  	Michael Brophy
	 	Title:	Chief Financial Officer


 


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Barry Somrock
	 	Name:  	Barry Somrock
	 	Title:	Vice President


 






    91


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“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 HEREUNDER IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


[THIS SECURITY AND
THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND 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 NATERA, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 






    A-1


     


    

 


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


 


(D) PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT
THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


 






    A-2


     


    





  


Natera, Inc.



2.25% Convertible Senior Note due 2027


 


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




 


CUSIP No. 632307 AA22


 


Natera, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor
corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to
[CEDE & CO.]3 [_______]4, or registered assigns, the principal sum [as set forth in the “Schedule
of Exchanges of Notes” attached hereto]5 [of $[_______]]6, which amount, taken together with the
principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $287,500,000 in aggregate
at any time, in accordance with the rules and procedures of the Depositary, on May 1, 2027, and interest thereon as set forth
below.


 


This
Note shall bear interest at the rate of 2.25% per year from and including April 16, 2020, or from and including the most recent
date to which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until May 1, 2027.
Accrued interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of the number of days actually elapsed in a 30-day month. Interest is payable semi-annually in arrears on
each May 1 and November 1, commencing on November 1, 2020, to Holders of record at the close of business on the
preceding April 15 and October 15 (whether or not such day is a Business Day), respectively. Additional Interest will
be payable as set forth in ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03 of the within-mentioned Indenture,
and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such
context, Additional Interest is, was or would be payable pursuant to any of such ‎Section 4.06(d), ‎Section 4.06(e) or
 ‎Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


Any
Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, from, and including, the relevant payment date
to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance
with ‎Section 2.03(c) of the Indenture.


 





 



 


1 Include if a global
note.


2
This Note will be deemed to be identified by CUSIP No. 632307 AB0 from and after such time when the Company delivers, pursuant
to ‎Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the occurrence of the Resale Restriction
Termination Date and the removal of the restrictive legend affixed to this Note in accordance with the applicable procedures of
the Depositary.


3
Include if a global note.


4
Include if a physical note.


5
Include if a global note.


6
Include if a physical note.




 






    A-3


     


    

 


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


 


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


 


This Note, and any claim, controversy
or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of
New York.


 


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


 


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


 


[Remainder of page intentionally left
blank]


 






    A-4


     


    

 


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


 


	 	NATERA, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





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







  



     


     


    




 


[FORM OF REVERSE OF NOTE]


 


Natera, Inc.

2.25% Convertible Senior Note due 2027


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.25% Convertible Senior Notes due 2027 (the “Notes”), initially
limited to the aggregate principal amount of $287,500,000] all issued or to be issued under and pursuant to an Indenture dated
as of April 16, 2020 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee
(the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders
of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified
in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth
in the Indenture.


 


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


 


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


 


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


 


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


  



    R-1


     


    




 


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


 


The Notes shall be redeemable at the Company’s
option on or after May 6, 2024, in accordance with the terms and subject to the conditions specified in the Indenture. No
sinking fund is provided for the Notes.


 


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


 


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


 


Terms used in this Note and defined in the
Indenture are used herein as therein defined.


 






    R-2


     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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





 


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


 






    R-3


     


    




 


SCHEDULE A7


 


SCHEDULE OF EXCHANGES OF NOTES



Natera, Inc.

2.25% Convertible Senior Notes due 2027


 


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


 


	 	Date of exchange  	 	Amount of

                                                                  decrease in

                                                                  principal amount

                                                                  of this Global Note
	 	Amount of

                                                                  increase in

                                                                  principal amount

                                                                  of this Global Note 
	 	Principal amount

                                                                  of this Global Note

                                                                  following such decrease or

                                                                  increase 
	 	Signature of

                                                                  authorized

                                                                  signatory of

                                                                  Trustee or Custodian 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 




 





 



 


7
Include if a global note.


 






    R-4


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: Natera, Inc.


 


To: Wilmington Trust, National Association

50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attn: Natera, Inc. Administrator


 


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


 


	Dated:	 	 	
	 	 	 
	 	 	Signature(s)





 


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










 






    1


     


    

 





	 	 
	Notes are to be delivered,
    other than to and in the name of the registered holder.	 
	 	 
	Fill in for registration of shares if to
    be issued, and Notes if to be delivered, other than to and in
    the name of the registered holder:	    
	 	 
	(Name)	 
	 	 
	(Street Address)	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 










 





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







 






    2


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: Natera, Inc.


 


To: Wilmington Trust, National Association

50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attn: Natera, Inc. Administrator


 


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


 


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


 





 


 





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




  



    1


     


    




 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


Wilmington Trust, National Association

50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attn: Natera, Inc. Administrator


 


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


 


In connection with any transfer of the within Note occurring
prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that
such Note is being transferred:


 


 ̈     To Natera, Inc. or a subsidiary thereof; or


 


 ̈     Pursuant to a registration statement that has become or been
declared effective under the Securities Act of 1933, as amended; or


 


 ̈     Pursuant to and in compliance with Rule 144A under the Securities
Act of 1933, as amended; or


 


 ̈     Pursuant to and in compliance with Rule 144 under the Securities
Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as
amended.


 






    1


     


    

 





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







 


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


 






    2