Exhibit
4.8


 


 


BOOKING
HOLDINGS INC.


 


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


 


as
Trustee


 





 



 




INDENTURE


 


Dated
as of April 14, 2020




 





 



 


0.750%
Convertible Senior Notes due 2025


 


 





 


 







     


     


    


 


TABLE
OF CONTENTS


 


Page


 




	Article
    1.   Definitions; Rules of Construction	1
	Section
    1.01.   Definitions	1
	Section
    1.02.   Other Definitions	11
	Section
    1.03.   Rules of Construction	12
	Article
    2.   The Notes	13
	Section
    2.01.   Form, Dating and Denominations	13
	Section
    2.02.   Execution, Authentication and Delivery	13
	Section
    2.03.   Initial Notes and Additional Notes	14
	Section
    2.04.   Method of Payment	14
	Section
    2.05.   Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	15
	Section
    2.06.   Registrar, Paying Agent and Conversion Agent	16
	Section
    2.07.   Paying Agent and Conversion Agent to Hold Property in Trust	17
	Section
    2.08.   Holder Lists	17
	Section
    2.09.   Legends	17
	Section
    2.10.   Transfers and Exchanges; Certain Transfer Restrictions	18
	Section
    2.11.   Exchange and Cancellation of Notes to Be Converted or Repurchased	23
	Section
    2.12.   Removal of Transfer Restrictions	24
	Section
    2.13.   Replacement Notes	24
	Section
    2.14.   Registered Holders; Certain Rights with Respect to Global Notes	25
	Section
    2.15.   Cancellation	25
	Section
    2.16.   Notes Held by the Company or its Affiliates	25
	Section
    2.17.   Temporary Notes	25
	Section
    2.18.   Outstanding Notes	26
	Section
    2.19.   Repurchases by the Company	26
	Section
    2.20.   CUSIP Numbers	26
	Article
    3.   Covenants	27
	Section
    3.01.   Payment on Notes	27
	Section
    3.02.   Exchange Act Reports	27
	Section
    3.03.   Rule 144A Information	27
	Section
    3.04.   Additional Interest	28
	Section
    3.05.   Compliance and Default Certificates	29
	Section
    3.06.   Stay, Extension and Usury Laws	29
	Section
    3.07.   Restriction on Acquisition of Notes by the Company and its Affiliates	29
	Section
    3.08.   Further Instruments and Acts	29
	Article
    4.   Repurchase and Redemption	30
	Section
    4.01.   No Sinking Fund	30
	Section
    4.02.   Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	30



 






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	Section
    4.03.   No Right of the Company to Redeem the Notes	34
	Article
    5.   Conversion	35
	Section
    5.01.   Right to Convert	35
	Section
    5.02.   Conversion Procedures	38
	Section
    5.03.   Settlement upon Conversion	39
	Section
    5.04.   Reserve and Status of Common Stock Issued upon Conversion	41
	Section
    5.05.   Adjustments to the Conversion Rate	42
	Section
    5.06.   Voluntary Adjustments	52
	Section
    5.07.   Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change	52
	Section
    5.08.   Exchange in Lieu of Conversion	54
	Section
    5.09.   Effect of Common Stock Change Event	54
	Article
    6.   Successors	56
	Section
    6.01.   When the Company May Merge, Etc.	56
	Section
    6.02.   Successor Entity Substituted	57
	Article
    7.   Defaults and Remedies	57
	Section
    7.01.   Events of Default	57
	Section
    7.02.   Acceleration	59
	Section
    7.03.   Sole Remedy for a Failure to Report	59
	Section
    7.04.   Other Remedies	60
	Section
    7.05.   Waiver of Past Defaults	60
	Section
    7.06.   Control by Majority	61
	Section
    7.07.   Limitation on Suits	61
	Section
    7.08.   Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and
    Conversion Consideration	62
	Section
    7.09.   Collection Suit by Trustee	62
	Section
    7.10.   Trustee May File Proofs of Claim	62
	Section
    7.11.   Priorities	63
	Section
    7.12.   Undertaking for Costs	63
	Section
    7.13.   Restoration of Rights	63
	Article
    8.   Amendments, Supplements and Waivers	64
	Section
    8.01.   Without the Consent of Holders	64
	Section
    8.02.   With the Consent of Holders	65
	Section
    8.03.   Notice of Amendments, Supplements and Waivers	66
	Section
    8.04.   Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	66
	Section
    8.05.   Notations and Exchanges	67
	Section
    8.06.   Trustee to Execute Supplemental Indentures	67
	Article
    9.   Satisfaction and Discharge	67
	Section
    9.01.   Termination of Company’s Obligations	67
	Section
    9.02.   Repayment to Company	68



 



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	Section
    9.03.   Reinstatement	68
	Article
    10.   Trustee	68
	Section
    10.01.   Duties of the Trustee	68
	Section
    10.02.   Rights of the Trustee	70
	Section
    10.03.   Individual Rights of the Trustee	71
	Section
    10.04.   Trustee’s Disclaimer	71
	Section
    10.05.   Notice of Defaults	72
	Section
    10.06.   Compensation and Indemnity	72
	Section
    10.07.   Replacement of the Trustee	73
	Section
    10.08.   Successor Trustee by Merger, Etc.	74
	Section
    10.09.   Eligibility; Disqualification	74
	Article
    11.   Miscellaneous	74
	Section
    11.01.   Notices	74
	Section
    11.02.   Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	75
	Section
    11.03.   Statements Required in Officer’s Certificate and Opinion of Counsel	76
	Section
    11.04.   Rules by the Trustee, the Registrar and the Paying Agent	76
	Section
    11.05.   No Personal Liability of Directors, Officers, Employees and Stockholders	76
	Section
    11.06.   Governing Law; Waiver of Jury Trial	76
	Section
    11.07.   Submission to Jurisdiction	76
	Section
    11.08.   No Adverse Interpretation of Other Agreements	77
	Section
    11.09.   Successors	77
	Section
    11.10.   Force Majeure	77
	Section
    11.11.   U.S.A. PATRIOT Act	77
	Section
    11.12.   Calculations	77
	Section
    11.13.   Severability	78
	Section
    11.14.   Counterparts	78
	Section
    11.15.   Table of Contents, Headings, Etc.	78
	Section
    11.16.   Withholding Taxes	78
	Exhibits	 
	Exhibit
    A: Form of Note	A-1
	Exhibit
    B-1: Form of Restricted Note Legend	B1-1
	Exhibit
    B-2: Form of Global Note Legend	B2-1
	Exhibit
    B-3: Form of Non-Affiliate Legend	B3-1



 






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INDENTURE,
dated as of April 14, 2020, between Booking Holdings Inc., a Delaware corporation, as issuer (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”).


 


Each
party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders (as defined below) of the Company’s 0.750% Convertible Senior Notes due 2025 (the “Notes”).


 


Article
1.         Definitions;
Rules of Construction


 


Section
1.01.     Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Common
Stock” means the common stock, $0.008 par value per share, of the Company, subject to Section 5.09.


 


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


 






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


 


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


 


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


 


“Conversion
Rate” initially means 0.5301 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5;
provided, further, that whenever this Indenture refers to the Conversion Rate as of a particular date without setting
forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of
Business on such date.


 


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


 


“Corporate
Trust Office” means the office of the Trustee or a Note Agent, as applicable, at which, at any particular time, its
corporate trust business in respect of this Indenture is administered, which office as of the Issue Date for purposes of surrender
for registration of transfer or exchange or for presentation for payment or repurchase or for conversion only is located at 111
Fillmore Avenue, St. Paul, MN 55107, Attention: Booking Holdings Inc., and for all other purposes is located at 225 Asylum Street,
23rd Floor, Hartford, CT 06103, Attention: Booking Holdings Inc., or the principal corporate trust office of any successor Trustee
or Note Agent, as applicable (or such other address as such successor Trustee or Note Agent, as applicable, may designate from
time to time by notice to the Holders and the Company).


 


“Daily
Cash Amount” means, with respect to any VWAP Trading Day in the Observation Period for the conversion of any Note, the
sum of (A) the lesser of (i) fifty dollars ($50.00); and (ii) the Daily Conversion Value for such VWAP Trading Day; and (B) the
product of (i) the Par Excess Cash Percentage applicable to such conversion; and (ii) the excess, if any, of (x) such Daily Conversion
Value over (y) fifty dollars ($50.00). For the avoidance of doubt, if such Daily Conversion Value does not exceed fifty dollars
($50.00), then the amount set forth in clause (B) will be zero.


 


“Daily
Conversion Value” means, with respect to any VWAP Trading Day, one-twentieth (1/20th) of the product of (A) the Conversion
Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily
Share Amount” means, with respect to any VWAP Trading Day in the Observation Period for the conversion of any Note,
the product of (A) the Par Excess Share Percentage applicable to such conversion; and (B) the quotient obtained by dividing (i)
the excess, if any, of (x) the Daily Conversion Value for such VWAP Trading Day over (y) fifty dollars ($50.00) by (ii) the Daily
VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such
Daily Conversion Value does not exceed fifty dollars ($50.00).


 






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


 


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


 


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


 


“Default
Par Excess Cash Percentage” means one hundred percent (100.00%); provided, however, that the Company may,
from time to time, change the Default Par Excess Cash Percentage by sending notice of the new Default Par Excess Cash Percentage
to the Holders, the Trustee and the Conversion Agent.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Fundamental
Change” means any of the following events:


 


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


 


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


 


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


 






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


 


provided,
however, that a transaction or event described in clause (A) or (B) above will not constitute a Fundamental
Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding
cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists
of shares of common stock listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market
(or any of their respective successors), or that will be so listed when issued or exchanged in connection with such transaction
or event, and such transaction or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.


 


For
the purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B)(i)
or (ii) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause
(B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares
are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial
Purchasers” means J.P. Morgan Securities LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs &
Co. LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc.,
Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., ICBC Standard Bank plc, Mizuho Securities USA LLC and Standard Chartered
Bank.


 






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“Interest
Payment Date” means, with respect to a Note, each May 1 and November 1 of each year, commencing on November 1, 2020
(or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity
Date is an Interest Payment Date.


 


“Issue
Date” means April 14, 2020.


 


“Last
Original Issue Date” means (A) with respect to any Notes issued pursuant to the Purchase Agreement (including any Notes
issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in
substitution thereof, the thirteenth (13th) calendar day from, and including, the Issue Date; and (B) with respect to any Notes
issued pursuant to Section 2.03(B),
and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally
issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option
granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an
Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.


 


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


 


“Make-Whole
Fundamental Change” means a Fundamental Change (determined after giving effect to the proviso immediately after clause
(D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition).


 


“Make-Whole
Fundamental Change Conversion Period” means, with respect to a Make-Whole Fundamental Change, the period from, and including,
the effective date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such effective
date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental
Change Repurchase Date).


 






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


 


“Maturity
Date” means May 1, 2025.


 


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


 


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


 


“Notes”
means the 0.750% Convertible Senior Notes due 2025 issued by the Company pursuant to this Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) if the Conversion Date for such Note occurs before November
1, 2024, the twenty (20) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately
after such Conversion Date; and (B) if such Conversion Date occurs on or after November 1, 2024, the twenty (20) consecutive VWAP
Trading Days beginning on, and including, the twenty first (21st) Scheduled Trading Day immediately before the Maturity Date.


 


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


 


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


 


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


 


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


 


“Par
Excess Cash Percentage” means an amount, expressed as a percentage, determined pursuant to Section 5.03(B),
that applies to the conversion of any Note; provided, however, that the Par Excess Cash Percentage must be either
zero percent (0.00%) or one hundred percent (100.00%).


 






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“Par
Excess Share Percentage” means, with respect to the conversion of any Note, an amount, expressed as a percentage, equal
to (x) one minus (y) the Par Excess Cash Percentage applicable to such conversion.


 


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


 


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


 


“Purchase
Agreement” means that certain Purchase Agreement, dated April 8, 2020, between the Company and the representatives of
the Initial Purchasers.


 


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


 


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


 


“Responsible
Officer” means (A) any officer of the Trustee assigned by the Trustee to administer its corporate trust matters and
who has direct responsibility for the administration of this Indenture; and (B) with respect to a particular corporate trust matter
relating to this Indenture, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity
with, the particular subject.


 


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


 


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


 


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


 


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


 






    - 8 -


     


    

 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


“Shoe
Option” means the Initial Purchasers’ option to purchase up to one hundred twelve million five hundred thousand
dollars ($112,500,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.


 


“Significant
Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X promulgated by the SEC as in effect on the date
of this Indenture.


 


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


 


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


 


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


 






    - 9 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section
1.02.     Other
Definitions.


 


	Term
	 	Defined
        in

        Section

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




 



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Section
1.03.     Rules
of Construction.


 


For
purposes of this Indenture:


 


(A)       
“or” is not exclusive;


 


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


 


(C)        
“will” expresses a command;


 


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


 


(E)        
a merger involving, or a transfer of assets by, a limited liability
company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series
of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;


 


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


 


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


 


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


 


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


 






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


 


Article
2.         The Notes


 


Section
2.01.     Form,
Dating and Denominations.


 


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


 


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


 


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


 


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


 


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


 


Section
2.02.     Execution,
Authentication and Delivery.


 


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


 


(B)        
Authentication by the Trustee and Delivery.


 


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


 


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


 






    - 13 -


     


    

 


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


 


Section
2.03.     Initial
Notes and Additional Notes.


 


(A)       
Initial Notes. On the Issue Date, there will be originally
issued eight hundred sixty two million five hundred thousand dollars ($862,500,000) aggregate principal amount of Notes, subject
to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A),
and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial
Notes.”


 


(B)       
Additional Notes. The Company may, subject to the provisions
of this Indenture (including Section 2.02), originally issue additional Notes with the same terms as the Initial Notes
(except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and
the first Interest Payment Date and the Last Original Issue Date of such additional Notes), which additional Notes will, subject
to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under
this Indenture; provided, however, that if any such additional Notes are not fungible with other Notes issued under
this Indenture for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a
separate CUSIP number or by no CUSIP number.


 


Section
2.04.     Method
of Payment.


 


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


 


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


 






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


 


(A)       
Accrual of Interest. Each Note will accrue interest at
a rate per annum equal to 0.750% (the “Stated Interest”), plus any Additional Interest and Special Interest
that may accrue pursuant to Sections 3.04 and 7.03, respectively. Stated Interest on each Note will
(i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated
Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date
from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of
such Stated Interest; and (ii) be, subject to Sections 4.02(D) and 5.02(D) (but without duplication
of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment
Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately
preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will
be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


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


 


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


 






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Section
2.06.     Registrar,
Paying Agent and Conversion Agent.


 


(A)      
Generally. The Company will maintain (i) an office or agency
in the continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”);
(ii) an office or agency in the continental United States where Notes may be presented for payment (the “Paying Agent”);
and (iii) an office or agency in the continental United States where Notes may be presented for conversion (the “Conversion
Agent”). If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as
such and will receive compensation therefor in accordance with this Indenture and any other agreement between the Trustee and
the Company. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion
Agent.


 


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


 


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


 


(D)       
Initial Appointments. The Company appoints the Trustee
as the initial Paying Agent, the initial Registrar and the initial Conversion Agent. In acting in such capacities under this Indenture
and in connection with the Notes, the Trustee in such capacities will act solely as an agent of the Company and will not thereby
assume any obligations towards, or relationship of agency or trust for or with, any Holder.


 






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


 


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


 


Section
2.08.     Holder
Lists.


 


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


 


Section
2.09.     Legends.


 


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


 


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


 


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


 


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


 


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


 






    - 17 -


     


    

 


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


 


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


 


(F)        
Restricted Stock Legend.


 


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


 


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





 


Section
2.10.     Transfers
and Exchanges; Certain Transfer Restrictions.


 


(A)       
Provisions Applicable to All Transfers and Exchanges.


 


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


 


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


 


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


 


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


 






    - 18 -


     


    

 


(v)         
The Trustee will have no obligation or duty to monitor, determine
or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any
Note, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this
Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture. Neither
the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary.


 


(vi)        
The Trustee will have no responsibility or obligation to any beneficial
owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records
of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes
or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of repurchase) or the payment of any amount or delivery of any Notes (or other security or property)
under or with respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to
or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights
of beneficial owners in any Global Note will be exercised only through the Depositary subject to the applicable Depositary Procedures.
The Trustee may rely and will be fully protected in relying upon information furnished by the Depositary with respect to its members,
participants and any beneficial owners.


 


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


 


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


 


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


 


(B)        
Transfers and Exchanges of Global Notes.


 


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


 






    - 19 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 20 -


     


    

 


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


 


(C)        
Transfers and Exchanges of Physical Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)              
in the case of a transfer:


 


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


 






    - 21 -


     


    

 


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


 


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


 


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


 


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


 


(ii)          
remove such Restricted Note Legend; or


 


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


 


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


 






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


 


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


 


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


 


(B)        
Cancellation of Converted and Repurchased Notes.


 


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


 






    - 23 -


     


    

 


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


 


Section
2.12.     Removal
of Transfer Restrictions.


 


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


 


Section
2.13.     Replacement
Notes.


 


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


 


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


 






    - 24 -


     


    

 


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


 


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


 


Section
2.15.     Cancellation.


 


Without
limiting the generality of Section 3.07,
the Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion
Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee
will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality
of Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have
been cancelled upon transfer, exchange, payment or conversion.


 


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


 


Without
limiting the generality of Sections 3.07
and 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided,
however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.


 


Section
2.17.     Temporary
Notes.


 


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


 






    - 25 -


     


    

 


Section
2.18.     Outstanding
Notes.


 


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


 


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


 


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


 


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


 


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


 


Section
2.19.     Repurchases
by the Company.


 


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


 


Section
2.20.     CUSIP
Numbers.


 


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


 






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Article
3.         Covenants


 


Section
3.01.     Payment
on Notes.


 


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


 


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


 


Section
3.02.     Exchange
Act Reports.


 


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


 


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


 


Section
3.03.     Rule
144A Information.


 


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


 






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Section
3.04.     Additional
Interest.


 


(A)       
Accrual of Additional Interest.


 


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


 


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


 


(2)              
such Note is not otherwise Freely Tradable,


 


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


 


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


 


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


 


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


 






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Section
3.05.     Compliance
and Default Certificates.


 


(A)      
Annual Compliance Certificate. Within ninety (90) days
after December 31, 2020 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate
to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries
during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether,
to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such
Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).


 


(B)       
Default Certificate. If a Default or Event of Default occurs,
then the Company will promptly, and in any event within thirty (30) days after an Officer of the Company obtains knowledge of
the occurrence of such Default or Event of Default, deliver an Officer’s Certificate to the Trustee describing the same
and what action the Company is taking or proposes to take with respect thereto.


 


Section
3.06.     Stay,
Extension and Usury Laws.


 


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


 


Section
3.07.     Restriction
on Acquisition of Notes by the Company and its Affiliates.


 


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


 


Section
3.08.     Further
Instruments and Acts.


 


At
the Trustee’s request, the Company will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to more effectively carry out the purposes of this Indenture (it being understood that the Trustee
will have no duty to make such determination).


 






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Article
4.         Repurchase
and Redemption


 


Section
4.01.     No
Sinking Fund.


 


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


 


Section
4.02.     Right
of Holders to Require the Company to Repurchase Notes upon a Fundamental Change.


 


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


 


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


 


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


 


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


 






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(E)       
Fundamental Change Notice. On or before the twentieth (20th)
calendar day after the occurrence of a Fundamental Change, the Company will send to each Holder, the Trustee, the Conversion Agent
and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”). Substantially contemporaneously,
the Company will issue a press release through such national newswire service as the Company then uses (or publish the same through
such other widely disseminated public medium as the Company then uses, including its website) containing the information set forth
in the Fundamental Change Notice.


 


Subject
to Section 4.02(J),
such Fundamental Change Notice must state:


 


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


 


(ii)         
the effective date of such Fundamental Change;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(x)         
the CUSIP number(s), if any, of the Notes.


 


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


 


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


 


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


 


(1)             
before the Close of Business on the Business Day immediately before
the related Fundamental Change Repurchase Date, a duly completed, written Fundamental Change Repurchase Notice with respect to
such Note; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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





 


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


 


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


 






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


 


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


 


(J)         
Repurchase by Certain Third Parties or Their Affiliates.
Notwithstanding anything to the contrary in this Section 4.02, in the case of a Fundamental Change set forth in clause
(A) or (B) of the definition thereof, the Company will not be required to repurchase, or to make an offer to repurchase,
the Notes pursuant to a Repurchase Upon Fundamental Change in connection with such Fundamental Change to the extent, and solely
to the extent, that:


 


(i)          
the other party to such Fundamental Change (or its Affiliate)
(1) makes such offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made
by the Company pursuant to this Section 4.02 (including the requirement, pursuant to Section 4.02(H),
to comply with applicable securities laws); and (2) purchases all Notes properly surrendered and not validly withdrawn under its
offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company
pursuant to this Section 4.02 (including the requirement to pay the applicable Fundamental Change Repurchase Price
on the date set forth in Section 4.02(G)); and


 


(ii)         
an owner of a beneficial interest in any Global Note repurchased
by such party (or its Affiliate) will not receive a lesser amount (as a result of taxes, additional expenses or for any other
reason) than such owner would have received had the Company repurchased such Note;


 


provided,
however, that the Company will continue to be obligated to (x) deliver the applicable Fundamental Change Notice to the
Holders, the Trustee, the Conversion Agent and the Paying Agent pursuant to Section 4.02(E) (which Fundamental Change
Notice, in addition to the requirements set forth in Section 4.02(E), will state that such party will make such an
offer to repurchase the Notes); (y) comply with applicable securities laws in connection with any such repurchase; and (z) pay
the applicable Fundamental Change Repurchase Price by the time set forth in Section 4.02(G) in the event such party
fails to make such payment in such amount at such time.


 


Section
4.03.     No
Right of the Company to Redeem the Notes.


 


The
Company does not have the right to redeem the Notes at its election.


 






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Article
5.         Conversion


 


Section
5.01.     Right
to Convert.


 


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


 


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


 


(C)         
When Notes May Be Converted.


 


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


 


(1)           Conversion
upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter commencing
after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price per
share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price for each of at least twenty (20) Trading
Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day
of the immediately preceding calendar quarter.


 





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


 


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


 






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(3)           Conversion
upon Specified Corporate Events.


 


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


 


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


 


(II)         distribute,
to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s
securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors (which
determination will be conclusive), exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the
Trading Day immediately before the date such distribution is announced,


 


then,
in either case, (x) the Company will send notice of such distribution, and of the related right to convert Notes, to Holders,
the Trustee and the Conversion Agent at least twenty five (25) Scheduled Trading Days before the Ex-Dividend Date for such distribution
(or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any
such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that
such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert
their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date
and the Company’s announcement that such distribution will not take place.


 






    - 36 -


     


    

 


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


 


(4)           Conversions
During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, November 1, 2024 until
the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


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


 


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


 


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


 


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


 






    - 37 -


     


    

 


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


 


Section
5.02.    Conversion
Procedures.


 


(A)         Generally.


 


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


 


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


 


(B)         
Effect of Converting a Note. At the Close of Business on
the Conversion Date for a Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs
a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(A) or Section 5.02(D),
upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a
Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided
in Section 5.02(D).


 


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


 


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


 






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


 


(F)           Conversion
Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion
Agent receives any written notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company
and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate
with the Company in the Company’s determination of the Conversion Date for such Note. For these purposes, conversion instructions
with respect to any Global Note which instructions are delivered to the Conversion Agent by means of a “Voluntary Offering
Instruction” pursuant to the Depositary Procedures will be deemed to be in writing.


 


Section
5.03.    Settlement
upon Conversion.


 


(A)         Conversion
Consideration.


 


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


 


(1)           an
amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in the Observation Period for such conversion;
and


 


(2)          
a number of shares of Common Stock, if any, equal to the sum of
the Daily Share Amounts for each VWAP Trading Day in such Observation Period.


 






    - 39 -


     


    




 


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


 


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


 


(iv)         Notice
of Calculation of Conversion Consideration. If any Note is to be converted, then the Company will determine the Conversion
Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly
thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither
the Trustee nor the Conversion Agent will have any duty to make any such determination.


 


(B)          Excess
Par Cash Percentage. The Company will have the right to elect the Par Excess Cash Percentage applicable to any conversion
of a Note; provided, however, that:


 


(i)            all
conversions of Notes with a Conversion Date that occurs on or after November 1, 2024 will be settled using the same Par Excess
Cash Percentage, and the Company will send notice of such Par Excess Cash Percentage to Holders and the Conversion Agent no later
than the Open of Business on November 1, 2024;


 


(ii)          
if the Company elects a Par Excess Cash Percentage with respect
to the conversion of any Note whose Conversion Date occurs before November 1, 2024, then the Company will send notice of such
Par Excess Cash Percentage to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business
on the Business Day immediately after such Conversion Date;


 


(iii)          the
Company will use the same Par Excess Cash Percentage for all conversions of Notes with the same Conversion Date (and, for the
avoidance of doubt, the Company will not be obligated to use the same Par Excess Cash Percentage with respect to conversions of
Notes with different Conversion Dates, except as provided in clause (i) above);


 


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


 






    - 40 -


     


    

 


(v)           notwithstanding
anything to the contrary in the Indenture or the Notes, the Par Excess Cash Percentage must be either zero percent (0.00%) or
one hundred percent (100.00%).


 


In
addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with
a copy to the Trustee and the Conversion Agent), to irrevocably fix the Par Excess Cash Percentage that will apply to all conversions
of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Par
Excess Cash Percentage must be a Par Excess Cash Percentage that the Company is then permitted to elect (for the avoidance of
doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(B)).
Such notice, if sent, must set forth the applicable Par Excess Cash Percentage and expressly state that the election is irrevocable
and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders.
For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture
or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless
choose to execute such an amendment at its option).


 


(C)          Delivery
of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.09, the Company will
pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder on or before the
second (2nd) Business Day immediately after the last VWAP Trading Day of the Observation Period for such conversion.


 


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


 


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


 


(A)          Stock
Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved
shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes,
assuming, solely for purposes of this Section 5.04(A), that (x) each conversion is settled solely by the delivery
of a number of shares of Common Stock, per $1,000 principal amount of Notes, equal to the then-applicable Conversion Rate; and
(y) such Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to
Section 5.07.


 






    - 41 -


     


    

 


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


 


Section
5.05.     Adjustments
to the Conversion Rate.


 


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


 


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


 


 





 


where:


 





	CR0	=	the
    Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution,
    or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;







 


	CR1	=	the
    Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such
    effective date, as applicable;









  


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





 





	OS1	=	the
    number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or
    stock combination.


 



    - 42 -


     


    




  


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(i)
will become effective as of the time set forth in the preceding
definition of CR1. If any dividend, distribution, stock split or stock combination of the type described in
this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted,
effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split
or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock
combination not been declared or announced.


 


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


 





 


where:


 





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


 





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



  


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





  





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


 





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


  






    - 43 -


     


    

 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(ii)
will become effective at the time set forth in the preceding
definition of CR1. To the extent that shares of Common Stock are not delivered after the expiration of such
rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate
will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution
been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights,
option or warrants. To the extent such rights, options or warrants are not so distributed, the Conversion Rate will be readjusted
to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights, options or warrants
not occurred.


 


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


 


(iii)         
Spin-Offs and Other Distributed Property.


 


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


 


(u)           dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C))
pursuant to Section 5.05(A)(i) or 5.05(A)(ii);


 


(v)           dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C))
pursuant to Section 5.05(A)(iv);


 


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


 


(x)            Spin-Offs
for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C))
pursuant to Section 5.05(A)(iii)(2);


 


(y)           a
distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v)
will apply; and


 






    - 44 -


     


    

 


(z)            a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09
will apply,


 


then
the Conversion Rate will be increased based on the following formula:


 





 


where:


 


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


 


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


 


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



 


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



 


provided,
however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion
Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution,
at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of
indebtedness, assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on
such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. For the avoidance
of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective
at the time set forth in the preceding definition of CR1.


 


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


 






    - 45 -


     


    




 


(2)          Spin-Offs.
If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating
to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other
than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer
or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or
equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national
securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


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


 


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


 


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



 


		SP       =                	the
                                         average of the Last Reported Sale Prices per share of Common Stock for each Trading Day
                                         in the Spin-Off Valuation Period.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2)
will become effective at the time set forth in the preceding
definition of CR1. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), if
any VWAP Trading Day of the Observation Period for a Note to be converted occurs during the Spin-Off Valuation Period for such
Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off
Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date
for such Spin-Off to, and including, such VWAP Trading Day.


 



    - 46 -


     


    




 


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


 


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


 





 


where:


 





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





 





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





 


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





 





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


 


provided,
however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion
Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend
or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would
have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in
effect on such record date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iv)
will become effective at the time set forth in the preceding definition of CR1.


 


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


 






    - 47 -


     


    

 


(v)           Tender
Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange
offer for shares of Common Stock, and the value (determined as of the Expiration Time by the Board of Directors in good faith,
which determination will be conclusive) of the cash and other consideration paid per share of Common Stock in such tender or exchange
offer exceeds the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day
period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately
after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender
or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 





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


  


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





  


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





 





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


  





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


 





	SP	=	the
    average of the Last Reported Sale Prices per share of Common Stock over the Tender/Exchange Offer Valuation Period;


  


provided,
however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except
to the extent provided in the immediately following paragraph. For the avoidance of doubt, each adjustment to the Conversion Rate
made pursuant to this Section 5.05(A)(v) will become effective at the time set forth in the preceding definition of
CR1. Notwithstanding anything to the contrary in this Section 5.05(A)(v), if any VWAP Trading Day
of the Observation Period for a Note to be converted occurs during the Tender/Exchange Offer Valuation Period for such tender
or exchange offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion,
such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including,
the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day.


 






    - 48 -


     


    

 


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


 


(B)         
No Adjustments in Certain Cases.


 


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


 


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


 


(1)          
stock repurchases, including pursuant to structured or derivative
transactions or pursuant to a stock repurchase program approved by our board of directors or otherwise, in each case that are
not tender or exchange offers of the type referred to in Section 5.05(A)(v);


 


(2)          
except as otherwise provided in Section 5.05, the
sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than
the Conversion Price;


 


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


 






    - 49 -


     


    

 


(4)          
the issuance of any shares of Common Stock or options or rights
to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program
of, or assumed by, the Company or any of its Subsidiaries;


 


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


 


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


 


(7)           accrued
and unpaid interest on the Notes.


 


(C)          If
an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one
percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company
may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the
earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the
Conversion Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a
Fundamental Change or Make-Whole Fundamental Change occurs; and (iv) November 1, 2024.


 


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


 


(i)            a
Note is to be converted;


 


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


 


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


 


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


 


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


 






    - 50 -


     


    

 


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


 


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


 


(ii)          
a Note is to be converted;


 


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


 


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


 


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


 


then
the Conversion Rate adjustment relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading
Day, but the shares of Common Stock issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will
not be entitled to participate in such dividend or distribution.


 


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


 


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


 


(H)          Equitable
Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last
Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment
to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments,
if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that
becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date,
as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.


 






    - 51 -


     


    

 


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


 


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


 


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


 


Section
5.06.     Voluntary
Adjustments.


 


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


 


(B)          Notice
of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A),
then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A),
the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the
period during which such increase will be in effect.


 


Section
5.07.     Adjustments
to the Conversion Rate in Connection with a Make-Whole Fundamental Change.


 


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


 






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	 	 	Stock
    Price	 
	Effective
    Date	 	$1,372.06	 	 	$1,500.00	 	 	$1,600.00	 	 	$1,700.00	 	 	$1,886.44	 	 	$2,000.00	 	 	$2,250.00	 	 	$2,500.00	 	 	$2,750.00	 	 	$3,000.00	 	 	$4,000.00	 	 	$5,000.00	 
	April
    14, 2020	 	 	0.1987	 	 	 	0.1758	 	 	 	0.1524	 	 	 	0.1328	 	 	 	0.1039	 	 	 	0.0901	 	 	 	0.0669	 	 	 	0.0505	 	 	 	0.0388	 	 	 	0.0302	 	 	 	0.0121	 	 	 	0.0052	 
	May
    1, 2021	 	 	0.1987	 	 	 	0.1721	 	 	 	0.1478	 	 	 	0.1275	 	 	 	0.0978	 	 	 	0.0838	 	 	 	0.0606	 	 	 	0.0446	 	 	 	0.0333	 	 	 	0.0253	 	 	 	0.0093	 	 	 	0.0037	 
	May
    1, 2022	 	 	0.1987	 	 	 	0.1655	 	 	 	0.1401	 	 	 	0.1190	 	 	 	0.0887	 	 	 	0.0746	 	 	 	0.0517	 	 	 	0.0365	 	 	 	0.0263	 	 	 	0.0192	 	 	 	0.0061	 	 	 	0.0022	 
	May
    1, 2023	 	 	0.1987	 	 	 	0.1567	 	 	 	0.1296	 	 	 	0.1075	 	 	 	0.0762	 	 	 	0.0621	 	 	 	0.0401	 	 	 	0.0263	 	 	 	0.0177	 	 	 	0.0121	 	 	 	0.0031	 	 	 	0.0010	 
	May
    1, 2024	 	 	0.1987	 	 	 	0.1449	 	 	 	0.1144	 	 	 	0.0899	 	 	 	0.0570	 	 	 	0.0431	 	 	 	0.0234	 	 	 	0.0130	 	 	 	0.0075	 	 	 	0.0045	 	 	 	0.0009	 	 	 	0.0002	 
	May
    1, 2025	 	 	0.1987	 	 	 	0.1366	 	 	 	0.0949	 	 	 	0.0582	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 


   


If
such effective date or Stock Price is not set forth in the table above, then:


 


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


 


(ii)          
if the Stock Price is greater than $5,000.00 (subject to adjustment
in the same manner as the Stock Prices set forth in the column headings of the table above are adjusted pursuant to Section 5.07(B)),
or less than $1,372.06 (subject to adjustment in the same manner), per share, then no Additional Shares will be added to the Conversion
Rate.


 


Notwithstanding
anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds
0.7288 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as,
and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


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


 


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


 






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Section
5.08.     Exchange
in Lieu of Conversion.


 


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


 


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


 


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


 


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


 


provided,
however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration,
then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this
Article 5 as if the Company had not elected to make an exchange in lieu of conversion. The Conversion Agent will be
entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and will
have no liability in respect of such exchange election.


 


Section
5.09.     Effect
of Common Stock Change Event.


 


(A)         Generally.
If there occurs any:


 


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


 


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


 


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


 






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(iv)        
other similar event,


 


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


 


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


 


(2)           if
such Reference Property Unit consists entirely of cash, then (I) each conversion of any Note with a Conversion Date that occurs
on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal
amount of such Note being converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including,
for the avoidance of doubt, any increase thereto pursuant to Section 5.07,
if applicable); and (y) the amount of cash constituting such Reference Property Unit; and (II) the Company will settle each such
conversion no later than the second (2nd) Business Day after the relevant Conversion Date; and


 


(3)           for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity
securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg
page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof
that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit
or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion
thereof, as applicable, determined in good faith by the Company, which determination will be conclusive (or, in the case of cash
denominated in U.S. dollars, the face amount thereof).


 


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


 






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


 


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


 


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


 


Article
6.         Successors


 


Section
6.01.    When the
Company May Merge, Etc.


 


(A)        
Generally. The Company will not consolidate with or merge
with or into, or convey, lease or otherwise transfer all or substantially all of its properties and assets to, another Person
(a “Business Combination Event”), unless:


 


(i)           
the resulting, surviving or transferee Person, if not the Company,
is a corporation, limited liability company, partnership or trust (the “Successor Entity”) duly organized and
existing under the laws of the United States of America, any state thereof or the District of Columbia;


 


(ii)           immediately
after giving effect to such Business Combination Event, no Default has occurred and is continuing under this Indenture; and


 


(iii)        
at or before the effective time of such Business Combination Event,
the Successor Entity expressly assumes (by executing and delivering to the Trustee a supplemental indenture pursuant to Section 8.01(E))
all of the Company’s obligations under the Notes and this Indenture.


 


For
purposes of this Article 6,
the conveyance, lease or transfer of all or substantially all of the properties and assets of one or more of the Company’s
Subsidiaries, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially
all of the Company’s properties and assets on a consolidated basis, will be deemed to be the transfer of all or substantially
all of the Company’s properties and assets.


 






    - 56 -


     


    

 


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


 


Section
6.02.     Successor
Entity Substituted.


 


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


 


Article
7.         Defaults and Remedies


 





Section
7.01.     Events
of Default.


 


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


 


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


 


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


 


(iii)        
the Company’s failure to deliver, when required by this
Indenture, a Fundamental Change Notice, or a notice pursuant to Section 5.01(C)(i)(3);


 


(iv)          a
default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the
conversion right with respect thereto, and such default continues for a period of three (3) Business Days;


 


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


 


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


 



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(vii)         default
by the Company or any of its Subsidiaries in the payment of the principal or interest on 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 three hundred million dollars ($300,000,000) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness
now exists or is created after the date of this Indenture, which default results in such indebtedness becoming or being declared
due and payable, and such acceleration is not rescinded or annulled within thirty (30) days after written notice of such acceleration
has been received by the Company;


 


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


 


(1)          
commences a voluntary case or proceeding;


 


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


 


(3)          
consents to the appointment of a custodian of it or for any substantial
part of its property;


 


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


 


(5)           takes
any comparable action under any foreign Bankruptcy Law; or


 


(6)           generally
is not paying its debts as they become due; or


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section
7.02.      Acceleration.


 


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


 


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


 


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


 


Section
7.03.      Sole
Remedy for a Failure to Report.


 


(A)         Generally.
Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event
of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Company’s
failure to comply with Section 3.02 will, for each of the first three hundred and sixty (360) calendar days on which
a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes.
If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02
on account of the relevant Reporting Event of Default from, and including, the three hundred and sixty first (361st) calendar
day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid
Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such three hundred
and sixty first (361st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue
pursuant to Section 2.05(B)).


 






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(B)           Amount
and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the one hundred and eighty (180) days on which Special
Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof;
provided, however, that in no event will Special Interest, together with any Additional Interest, accrue on any
day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special
Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and subject to the proviso
of the immediately preceding sentence, in addition to any Additional Interest that accrues on such Note.


 


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


 


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


 


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


 


Section
7.04.       Other
Remedies.


 


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


 


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


 


Section
7.05.       Waiver
of Past Defaults.


 


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


 






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Section
7.06.       Control
by Majority.


 


Holders
of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01,
the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any Holders) or may involve the
Trustee in liability, unless the Trustee is offered, and, if requested, provided, security and indemnity satisfactory to the Trustee
in its sole discretion against any loss, liability or expense to the Trustee that may result from the Trustee’s following
such direction.



 


Section
7.07.       Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section
7.09.      Collection Suit by
Trustee.


 


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


 


Section
7.10.      Trustee May File
Proofs of Claim.


 


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


 






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Section
7.11.     Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section
7.12.      Undertaking for Costs.


 


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


 


Section
7.13.     Restoration of Rights.


 


If
the Trustee has proceeded to enforce any right under this Indenture and such proceedings are discontinued or abandoned because
of any waiver under this Indenture or any rescission and annulment under this Indenture or are determined adversely to the Trustee,
then the Company, the Holders and the Trustee will, subject to any determination in such proceeding, be restored to their respective
several positions and rights under this Indenture, and all rights, remedies and powers of the Company, the Holders and the Trustee
will continue as though no such proceeding had been instituted.


 






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Article
8.    Amendments, Supplements and Waivers


 


Section
8.01.      Without
the Consent of Holders.


 


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


 


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


 


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


 


(C)         secure
the Notes;


 


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


 


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


 


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


 


(G)          irrevocably
elect or eliminate any Par Excess Cash Percentage; provided, however, that no such election or elimination will
affect any Par Excess Cash Percentage theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(B);


 


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


 


(I)            conform
the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary
offering memorandum, dated April 8, 2020, as supplemented by the related pricing term sheet, dated April 8, 2020;


 


(J)            provide
for or confirm the issuance of additional Notes pursuant to Section 2.03(B);


 


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


 


(L)           evidence
and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes and to add to or change
any of the provisions of this Indenture as necessary to provide for or facilitate the administration of this Indenture by more
than one Trustee; or


 


(M)          make
any other change to this Indenture or the Notes that does not adversely affect the rights of the Holders, as such, in any material
respect.


 






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At
the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy
of the “Description of Notes” section and pricing term sheet referred to in (I).


 


Section
8.02.      With the Consent
of Holders.


 


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


 


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


 


(ii)            reduce
the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes
will be repurchased by the Company;


 


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


 


(iv)           make
any change that adversely affects the conversion rights of any Note;


 


(v)            impair
the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);


 


(vi)           change
the ranking of the Notes;


 


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


 


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


 


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


 


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


 






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


 


Section
8.03.      Notice of Amendments,
Supplements and Waivers.


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section
8.05.      Notations and Exchanges.


 


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


 


Section
8.06.      Trustee to Execute
Supplemental Indentures.


 


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


 


Article
9.    Satisfaction and Discharge


 


Section
9.01.      Termination of Company’s
Obligations.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section
9.02.      Repayment to Company.


 


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


 


Section
9.03.      Reinstatement.


 


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


 


Article
10.     Trustee


 


Section
10.01.    Duties
of the Trustee.


 


(A)         If
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 will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs; provided that 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 Trustee against any loss, liability or expense that might be incurred by it in compliance
with such request or direction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(G)         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 will be subject to the provisions of this Section.


 


(H)         The
Trustee will 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 (except in its capacity as Paying Agent pursuant to
the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes.


 






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(I)          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, unless a Responsible Officer of the Trustee had actual knowledge of such event.


 


(J)          Under
no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


Section
10.02.    Rights
of the Trustee.


 


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


 


(B)          Any
request, direction, order or demand of the Company mentioned herein will 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. Before the Trustee acts or refrains
from acting, it may require, and conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute
full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.


 


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


 


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


 


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


 


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


 


(G)          The
Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost
profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)          The
Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture 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
determines to make such further inquiry or investigation, it will be entitled, at a reasonable time on any Business Day after
reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney at the expense
of the Company and will incur no liability of any kind by reason of such inquiry or investigation.


 






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(I)           The
Trustee will not be required to give any bond or surety in respect of the execution of the trusts, powers, and duties under this
Indenture.


 


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


 


(K)          Delivery
of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt
of such reports and documents will not constitute constructive notice of any information contained therein or determinable from
information contained therein.


 


(L)          The
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may
be signed by any Person authorized to sign an Officer’ Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(M)         The
Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default
in payment of scheduled principal of, or the Fundamental Change Repurchase Price for, or interest on, any Note) unless written
notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default)
is received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Notes, the Company and this Indenture.


 


Section
10.03.     Individual
Rights of the Trustee.


 


The
Trustee, in its individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the
Company or any of its Affiliates with the same rights that it would have if it were not Trustee; provided, however,
that if the Trustee acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture
Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. The rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be compensated, reimbursed and indemnified, are extended
to, and will be enforceable by, the Trustee in each of its capacities under this Indenture and each Note Agent, custodian and
other Person retained to act under this Indenture.


 


Section
10.04.     Trustee’s Disclaimer.


 


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


 






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Section
10.05.    Notice
of Defaults.


 


If
a Default or Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, then the
Trustee will send Holders a notice of such Default or Event of Default within ninety (90) days after it occurs or, if it is not
known to the Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes known to a Responsible
Officer; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal
of, or interest on, any Note, the Trustee may withhold such notice if and for so long as it in good faith determines that withholding
such notice is in the interests of the Holders.


 


Section
10.06.    Compensation
and Indemnity.


 


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


 


(B)          The
Company will indemnify the Trustee and the Note Agents against any and all losses, liabilities or expenses incurred by them arising
out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Company (including this Section 10.06) and defending itself against any claim
(whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance
of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may be attributable
to its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable
decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure
to so notify the Company will not relieve the Company of its obligations under this Section 10.06(B), except to the
extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate
in such defense at the expense of the Company. If the Trustee is advised by counsel that it may have defenses available to it
that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest,
then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including
the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company
need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned
or delayed. Any settlement that affects the Trustee may not be entered into without the consent of the Trustee, unless the Trustee
is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not
include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The indemnification provided
in this Section 10.06 will extend to the officers, directors, agents and employees of the Trustee and any successor
Trustee under this Indenture.


 






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


 


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


 


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


 


Section
10.07.     Replacement of the Trustee.


 


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


 


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


 


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


 


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


 


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


 


(iv)      the
Trustee becomes incapable of acting.


 


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


 


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


 


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


 






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


 


Section
10.08.     Successor
Trustee by Merger, Etc.


 


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


 


Section
10.09.     Eligibility;
Disqualification.


 


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


 


Article
11.     Miscellaneous


 


Section
11.01.     Notices.


 


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


 


If
to the Company:


 


Booking
Holdings Inc.


800
Connecticut Avenue


Norwalk,
Connecticut 06854


Attention:
General Counsel


 


If
to the Trustee:


 


U.S.
Bank National Association


Global
Corporate Trust Services


225
Asylum Street, 23rd Floor


Hartford,
CT 06103


Attention:
Laurel Casasanta – Booking Holdings Inc.


 






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


 


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


 


All
notices or communications required to be made to a Holder pursuant to this Indenture (including notices referred to in Sections 7.01(A)(vi),
7.01(A)(vii), 7.02(B) and 7.02(C)) must be made in writing and will be deemed to be duly sent or given in
writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery, to its address shown on the Register; provided, however, that a notice or communication to a
Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will
be deemed to be duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such
notice or communication, will not affect its sufficiency with respect to any other Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
11.06.     Governing Law; Waiver
of Jury Trial.


 


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


 


Section
11.07.     Submission
to Jurisdiction.


 


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


 






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Section
11.08.     No Adverse Interpretation
of Other Agreements.


 


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


 


Section
11.09.     Successors.


 


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


 


Section
11.10.     Force Majeure.


 


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


 


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


 


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


 


Section
11.12.     Calculations.


 


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


 






    - 77 -


     


    

 


The
Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all
Holders. The Company will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee
and the Conversion Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification
(and the Trustee will not have any responsibility for such calculations). The Trustee will promptly forward a copy of each such
schedule to a Holder upon its written request therefor.


 


Section
11.13.     Severability.


 


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


 


Section
11.14.     Counterparts.


 


The
parties may sign any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent
the same agreement. Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or in any other format will be effective as delivery
of a manually executed counterpart. The Company agrees to assume all risks arising out of the use of using electronic signatures
and electronic methods to submit communications to the Trustee, including without limitation the risk of Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


 


Section
11.15.     Table of Contents, Headings,
Etc.


 


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


 


Section
11.16.     Withholding
Taxes.


 


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


 


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


 






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


 





	 	Booking
    Holdings Inc.
	 	 
	 	 
	 	By:	/s/
    David I. Goulden
	 	 	Name:	David
    I. Goulden
	 	 	Title:	Executive
    Vice President and Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	U.S.
    Bank National Association, as Trustee
	 	 
	 	 
	 	By:	/s/
    Alicia Pelletier
	 	 	Name:	Alicia Pelletier
	 	 	Title:	Officer










 


[Signature
Page to Indenture]


 






    


    


    

 


EXHIBIT
A


 


FORM
OF NOTE


 



    A-1


    


    




 





EXHIBIT
B-1


 


FORM
OF RESTRICTED NOTE LEGEND


 






    B1-1


    


    

 


EXHIBIT
B-2


 


FORM
OF GLOBAL NOTE LEGEND


 



    B2-1


    


    




 


EXHIBIT
B-3


 


FORM
OF NON-AFFILIATE LEGEND


 






    B3-1