Exhibit 4.79


 





 






 


 


QIHOO 360 TECHNOLOGY CO. LTD.


 


AND


 


CITICORP INTERNATIONAL LIMITED,


 


as Trustee


 


INDENTURE


 


Dated as of September 5, 2013


 


2.50%
Convertible Senior Notes due 2018


 


 


 


 


 






    	 



    	 



    

 


TABLE
OF CONTENTS


Page


 





	ARTICLE 1 DEFINITIONS 


	1
	Section 1.01	Definitions.	1
	Section 1.02	References to Interest.	10
	ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE
    OF NOTES	11
	Section 2.01	Designation and Amount.	11
	Section 2.02	Form of Notes.	11
	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts.	12
	Section 2.04	Execution, Authentication and Delivery of Notes.	13
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.	14
	Section 2.06	Transfer and Exchange.	20
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Notes.	25
	Section 2.08	Temporary Notes.	26
	Section 2.09	Cancellation of Notes Paid, Converted, Etc.	26
	Section 2.10	CUSIP and ISIN Numbers.	27
	Section 2.11	Additional Notes; Repurchases.	27
	ARTICLE 3 SATISFACTION AND DISCHARGE	27
	Section 3.01	Satisfaction and Discharge.	27
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY	28
	Section 4.01	Payment of Principal and Interest.	28
	Section 4.02	Maintenance of Office or Agency.	28
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	28
	Section 4.04	Provisions as to Paying Agent.	28
	Section 4.05	Existence.	30
	Section 4.06	Rule 144A Information Requirement and Annual Reports	30
	Section 4.07	Payment of Additional Amounts	32
	Section 4.08	Stay, Extension and Usury Laws.	33
	Section 4.09	Compliance Certificate; Statements as to Defaults.	34
	Section 4.10	Further Instruments and Acts.	34
	ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	34
	Section 5.01	Lists of Holders.	34
	Section 5.02	Preservation and Disclosure of Lists.	34
	ARTICLE 6 DEFAULTS AND REMEDIES	34
	Section 6.01	Events of Default.	34
	Section 6.02	Acceleration; Rescission and Annulment.	36



 






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	Section 6.03	Additional Interest.	37
	Section 6.04	Payments of Notes on Default; Suit Therefor.	37
	Section 6.05	Application of Monies Collected by Trustee	39
	Section 6.06	Proceedings by Holders.	39
	Section 6.07	Proceedings by Trustee.	40
	Section 6.08	Remedies Cumulative and Continuing.	40
	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	41
	Section 6.10	Notice of Defaults.	41
	Section 6.11	Undertaking to Pay Costs.	42
	ARTICLE 7 CONCERNING THE TRUSTEE	42
	Section 7.01	Duties and Responsibilities of Trustee.	42
	Section 7.02	Reliance on Documents, Opinions, Etc.	44
	Section 7.03	No Responsibility for Recitals, Etc.	45
	Section 7.04	Individual Rights or the Trustee, Paying Agents, Conversion Agents or Note Registrar.	45
	Section 7.05	Monies and ADSs to Be Held in Trust.	45
	Section 7.06	Compensation and Expenses of Trustee, Payment Agents, Conversion Agents and Note
    Registrar.	45
	Section 7.07	Officers’ Certificate as Evidence.	46
	Section 7.08	Eligibility of Trustee.	46
	Section 7.09	Resignation or Removal of Trustee.	46
	Section 7.10	Acceptance by Successor Trustee.	47
	Section 7.11	Succession by Merger, Etc.	48
	Section 7.12	Trustee’s Application for Instructions from the Company.	48
	ARTICLE 8 CONCERNING THE HOLDERS	49
	Section 8.01	Action by Holders.	49
	Section 8.02	Proof of Execution by Holders.	49
	Section 8.03	Who Are Deemed Absolute Owners.	49
	Section 8.04	Company-Owned Notes Disregarded.	50
	Section 8.05	Revocation of Consents; Future Holders Bound.	50
	ARTICLE 9 HOLDERS’ MEETINGS	50
	Section 9.01	Purpose of Meetings.	50
	Section 9.02	Call of Meetings by Trustee.	51
	Section 9.03	Call of Meetings by Company or Holders.	51
	Section 9.04	Qualifications for Voting.	51
	Section 9.05	Regulations.	51
	Section 9.06	Voting.	52
	Section 9.07	No Delay of Rights by Meeting.	52
	ARTICLE 10 SUPPLEMENTAL INDENTURES	52
	Section 10.01	Supplemental Indentures Without Consent of Holders.	52
	Section 10.02	Supplemental Indentures with Consent of Holders.	53
	Section 10.03	Effect of Supplemental Indentures.	54



 






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	Section 10.04	Notation on Notes.	54
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.	55
	ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	55
	Section 11.01	Company May Consolidate, Etc. on Certain Terms.	55
	Section 11.02	Successor Corporation to Be Substituted.	55
	Section 11.03	Opinion of Counsel to Be Given to Trustee.	56
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
    DIRECTORS	56
	Section 12.01	Indenture and Notes Solely Corporate Obligations.	56
	ARTICLE 13 INTENTIONALLY OMITTED	57
	ARTICLE 14 CONVERSION OF NOTES	57
	Section 14.01	Conversion Privilege.	57
	Section 14.02	Conversion Procedure; Settlement Upon Conversion.	57
	Section 14.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection
    with Make-Whole Fundamental Changes.	59
	Section 14.04	Adjustment of Conversion Rate.	61
	Section 14.05	Adjustments of Prices.	70
	Section 14.06	Ordinary Shares to Be Fully Paid.	70
	Section 14.07	Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.	71
	Section 14.08	Certain Covenants.	72
	Section 14.09	Responsibility of Trustee.	72
	Section 14.10	Notice to Holders Prior to Certain Actions.	73
	Section 14.11	Stockholder Rights Plans.	73
	Section 14.12	Termination of Depositary Receipt Program.	74
	ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS	74
	Section 15.01	Repurchase at Option of Holders.	74
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change.	76
	Section 15.03	Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice.	78
	Section 15.04	Deposit of Repurchase Price or Fundamental Change Repurchase Price.	79
	Section 15.05	Covenant to Comply with Applicable Laws Upon Repurchase of Notes.	80
	ARTICLE 16 REDEMPTION	80
	Section 16.01	Optional Redemption	80
	Section 16.02	Redemption for Taxation Reasons	81



 






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	Section 16.03	Effect of Redemption Notice	82
	Section 16.04	Deposit and Payment of Redemption Price	83
	ARTICLE 17 MISCELLANEOUS PROVISIONS	83
	Section 17.01	Provisions Binding on Company’s Successors.	83
	Section 17.02	Official Acts by Successor Corporation.	83
	Section 17.03	Addresses for Notices, Etc.	83
	Section 17.04	Governing Law.	84
	Section 17.05	Submission to Jurisdiction; Service of Process.	84
	Section 17.06	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel
    to Trustee.	85
	Section 17.07	Legal Holidays.	85
	Section 17.08	No Security Interest Created.	85
	Section 17.09	Benefits of Indenture.	85
	Section 17.10	Table of Contents, Headings, Etc.	85
	Section 17.11	Authenticating Agent.	85
	Section 17.12	Execution in Counterparts.	86
	Section 17.13	Severability.	87
	Section 17.14	Waiver of Jury Trial.	87
	Section 17.15	Force Majeure.	87
	Section 17.16	Calculations.	87
	Section 17.17	Information Sharing.	87










 


EXHIBIT


 





	Exhibit A	Form of Note	 	A-1
	Exhibit B	Form of Certificate of Transfer	 	B-1
	Exhibit C	Form of Certificate of Exchange	 	C-1




 









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INDENTURE dated as of September 5, 2013
between QIHOO 360 TECHNOLOGY CO. LTD., a Cayman Islands exempted limited liability company, as issuer (the “Company”,
as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED., a banking corporation organized under the laws of
Hong Kong, as trustee (the “Trustee”, as more fully set forth in Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.50% Convertible Senior Notes due 2018 (the “Notes”), initially
in an aggregate principal amount not to exceed US$600,000,000, and in order to provide the terms and conditions upon which the
Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;
and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
1

DEFINITIONS


 


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


 


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


 


“Additional Amounts”
shall have the meaning specified in Section 4.07(a).


 


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


 






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“Adjustment Effective Date”
means, with respect to any share split or share combination in respect of Ordinary Shares, the first date on which the ADSs trade
on the applicable exchange or in the applicable market, regular way, reflecting such share split or share combination.


 


“ADR” means an American
Depositary Receipt, evidencing one or more ADSs, issued pursuant to the Deposit Agreement.


 


“ADS” means an American
Depositary Share, issued pursuant to the Deposit Agreement, each two representing three Class A Ordinary Shares of the Company
as of the date of this Indenture and deposited with the ADS Custodian.


 


“ADS Custodian” means
The Bank of New York Mellon, with respect to the ADSs issued pursuant to the Deposit Agreement, or any successor entity thereto.


 


“ADS Depositary” means
The Bank of New York Mellon, as depositary for the ADSs.


 


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


 


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


 


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


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Authentication Order”
shall have the meaning specified in Section 2.04.


 


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


 


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


 


“Business Day” means,
with respect to any Note, any day other than a Saturday, a Sunday or a day on which commercial banks in New York are authorized
or required by law or executive order to close or be closed.


 


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


 


“Class A Ordinary Shares”
means Class A ordinary shares of the Company, par value US$0.001 per share, at the date of this Indenture, subject to Section 14.07.


 






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“Class B Ordinary Shares”
means Class B ordinary shares of the Company, par value US$0.001 per share.


 


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


 


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


 


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


 


“Clearstream” means Clearstream
Banking, société anonyme (or any successor securities clearing agency).


 


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


 


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


 


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


 


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


 


“Company Notice” shall
have the meaning specified in Section 15.01(a).


 


“Company Order” means
a written order of the Company, signed by two Officers, and to delivered to the Trustee.


 


“Continuing Entity” shall
have the meaning specified in Section 11.01(a).


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 50th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong, Attention: Agency
and Trust, Fax No. +852-2323-0279, with a copy to: Citicorp International Limited, 55th Floor, One Island East, 18 Westlands Road,
Island East, Hong Kong, Attention: Agency and Trust, Fax No. +852-2323-0279, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or
such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 






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


 


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


 


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


 


“Deposit Agreement” means
the deposit agreement dated March 29, 2011, among the Company, the ADS Depositary, and the owners and holders from time to time
of the ADSs issued thereunder or, if amended or supplemented as provided therein, as so amended or supplemented.


 


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


 


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


 


“Effective Date” shall
have the meaning specified in Section 14.03(c).


 


“Euroclear” means Euroclear
Bank S.A./N.V.


 


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


 


“Ex-Dividend Date” means,
with respect to any issuance, dividend or distribution to holders of Ordinary Shares, the first date on which the ADSs trade on
the applicable exchange or in the applicable market, regular way, without the right to receive the corresponding issuance, dividend
or distribution in question, from the ADS Depositary or, if applicable, from the seller of the ADSs on such exchange or market
(in the form of due bills or otherwise) as determined by such exchange or market.


 


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


 


“Expiring Rights” shall
have the meaning specified in Section 14.04.


 


“Form of Assignment”
shall mean the “Form of Assignment” attached as Attachment 4 to the Form of Note attached hereto as Exhibit
A.


 


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


 


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


 


“Form of Repurchase Notice”
shall mean the “Form of Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit
A.


 






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


 


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


 


(b)consummation of (A) any
recapitalization, reclassification or change of the Ordinary Shares or ADSs (other than changes resulting from a subdivision or
combination and changes to the number of Class A Ordinary Shares represented by each ADS) as a result of which the Ordinary Shares
or ADSs would be converted into, or exchanged for, shares, other securities, other property or assets, (B) any share exchange,
consolidation or merger of the Company pursuant to which the Ordinary Shares or ADSs will be converted into cash, securities or
other property, or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s
Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s
Common Equity immediately prior to such transaction (each such holder, a “Pre-Transaction Holder”) own, directly
or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee immediately
after such transaction shall not be a Fundamental Change pursuant to this clause (b), so long as the proportion of the respective
ownership of each Pre-Transaction Holder remains substantially the same relative to all other Pre-Transaction Holders;


 


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


 


(d)the ADSs (or other common
equity or ADSs underlying the Notes) cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or any of their respective successors);


 


provided, however, that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change if at least 90% of the consideration received or to be
received by the holders of the ADSs, excluding cash payments for fractional ADSs and cash payments made pursuant to dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of Publicly Traded Securities, and as
a result of this transaction or transactions the Notes become convertible into such consideration, excluding cash payments for
fractional ADSs.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Initial Purchasers”
means Citigroup Global Markets Inc., China Renaissance Securities (Hong Kong) Limited and UBS AG, Hong Kong Branch.


 


“Interest Payment Date”
means each March 15 and September 15 of each year, beginning on March 15, 2014.


 


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


 


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


 


“Maturity Date” means
September 15, 2018.


 


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


 


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


 


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


 


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


 






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


 


“Offering Memorandum”
means the preliminary offering memorandum dated August 27, 2013, as supplemented by the pricing term sheet dated August 28, 2013,
relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the Chief Executive Officer, the President, the Chief Financial Officer or a director.


 


“Officers’ Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by two Officers
of the Company. Each such certificate shall include the statements provided for in Section 17.06 if and to the extent required
by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant to Section 4.09 shall be
the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel, which
opinion shall be acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided
for in Section 17.06 if and to the extent required by the provisions of such Section 17.06.


 


“Ordinary Shares” means
the ordinary shares of the of the Company, including Class A Ordinary Shares and/or Class B Ordinary Shares as the context requires.


 


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


 


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


 


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


 


(c) Notes that have been paid
pursuant to Section 2.07 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and
delivered pursuant to the terms of Section 2.07 unless proof satisfactory to the Trustee is presented that any such Notes are held
by protected purchasers in due course;


 


(d) Notes converted pursuant
to Article 14 and required to be cancelled pursuant to Section 2.09;


 


(e) Notes repurchased by the
Company pursuant to the penultimate sentence of Section 2.11 or pursuant to Article 15 and required to be cancelled pursuant to
Section 2.09; and


 


(f) Notes redeemed pursuant
to Article 16 and required to be cancelled pursuant to Section 2.09.


 






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


 


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


 


“Physical Notes” means
permanent certificated Notes in registered form issued in minimum denominations of US$200,000 principal amount and integral multiples
of US$1,000 thereof.


 


“Pre-Transaction Holder”
shall have the meaning specified in clause (b) of the definition of “Fundamental Change.”


 


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


 


“Publicly Traded Securities”
means shares of common equity or ADSs that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or any of their respective successors), or will be so listed or quoted when issued or exchanged,
in each case, in connection with a Fundamental Change described in clause (b) of the definition thereof.


 


“Qualified Institutional Buyer”
shall have the meaning specified in Rule 144A under the Securities Act.


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of August 28, 2013, among the Company and the Initial Purchasers.


 


“Record Date” means,
with respect to any issuance, dividend or distribution to holders of Ordinary Shares, the date fixed for determination of shareholders
entitled to receive such issuance, dividend or distribution (whether such date is fixed by the Board of Directors, by statute,
by contract or otherwise).


 


“Redemption Date”, when
used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Notice” shall
have the meaning specified in Section 16.01(b).


 


“Redemption Price”, when
used with respect to any Note to be redeemed, means the price per US$1,000 principal amount of Note at which such Note may be redeemed
pursuant to Article 16.


 


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


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the March 1 or September 1 (whether or not such day is a Business Day) immediately
preceding the relevant Interest Payment Date.


 






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“Regulation S” means
Regulation S as promulgated under the Securities Act.


 


“Regulation S Global Notes”
shall have the meaning specified in Section 2.05(b).


 


“Relevant Taxing Jurisdiction”
shall have the meaning specified in Section 4.07(a).


 


“Repurchase Date” shall
have the meaning specified in Section 15.01(a).


 


“Repurchase Expiration Time”
shall have the meaning specified in Section 15.01(a).


 


“Repurchase Notice” shall
have the meaning specified in Section 15.01(a).


 


“Repurchase Price” shall
have the meaning specified in Section 15.01(a).


 


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


 


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


 


“Restricted Global Notes”
means Global Notes that are Restricted Securities.


 


“Restricted Physical Notes”
means Physical Notes that are Restricted Securities.


 


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


 


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


 


“Rule 144A Global Notes”
shall have the meaning specified in Section 2.05(b).


 


“Scheduled Trading Day”
means a day that is scheduled to be a Trading Day on the principal U.S. national securities exchange or market on which the ADSs
(or other relevant securities) are listed or admitted for trading. If the ADSs (or other relevant securities) are not so listed
or admitted for trading, “Scheduled Trading Day” means a Business Day.


 


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


 


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


 


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


 


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


 






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


 


“Trading Day” means a
day (i) during which trading in the ADSs (or other relevant securities) generally occurs on The New York Stock Exchange or, if
the ADSs (or other relevant securities) are not then listed on The New York Stock Exchange, on the other principal United States
national or regional securities exchange on which the ADSs (or other relevant securities) are then listed or, if the ADSs (or other
relevant securities) are not then listed on a United States national or regional securities exchange, on the other principal market
on which the ADSs (or other relevant securities) are then listed or admitted for trading and (ii) on which the Last Reported Sale
Price for the ADSs (or other relevant securities) is available on such securities exchange or market; provided that if the ADSs
(or other relevant securities) are not so listed or admitted for trading, “Trading Day” means a Business Day.


 


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


 


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


 


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


 


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


 


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


 


“Unrestricted Global Notes”
means Global Notes that are not Restricted Securities.


 


“Unrestricted Physical Notes”
means Physical Notes that are not Restricted Securities.


 


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


 


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


 






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ARTICLE
2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section
2.01             
Designation and Amount. The Notes shall be designated as the “2.50% Convertible Senior Notes due 2018.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to US$600,000,000,
subject to Section 2.11 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes pursuant to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02 and Section 15.04.


 


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


 


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


 


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


 


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


 


Each Note shall bear a legend in substantially
the following form (unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 






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NO AFFILIATE (WITHIN THE MEANING OF RULE
144 UNDER THE SECURITIES ACT (‘‘RULE 144’’)) OF QIHOO 360 TECHNOLOGY CO. LTD. OR ANY PERSON THAT IS NOT
AN AFFILIATE OF QIHOO 360 TECHNOLOGY CO. LTD., BUT WAS AN AFFILIATE (WITHIN THE MEANING OF RULE 144) OF QIHOO 360 TECHNOLOGY CO.
LTD. DURING THE THREE IMMEDIATELY PRECEDING MONTHS, OTHER THAN QIHOO 360 TECHNOLOGY CO. LTD., OR ANY SUBSIDIARY OF QIHOO 360 TECHNOLOGY
CO. LTD., MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THE NOTES EVIDENCED HEREBY, THE AMERICAN DEPOSITARY SHARES ISSUED UPON CONVERSION
THEREOF OR THE CLASS A ORDINARY SHARES OF QIHOO 360 TECHNOLOGY CO. LTD. REPRESENTED BY SUCH AMERICAN DEPOSITARY SHARES ISSUED UPON
CONVERSION OF THESE NOTES OR A BENEFICIAL INTEREST THEREIN.


 


Section
2.03             
Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issued
in minimum denominations of US$200,000 principal amount and integral multiples of US$1,000 thereof and shall be in registered
form, without coupons. Each Note shall be dated the date of its authentication and shall bear interest from the date specified
on the face of the form of Note attached as Exhibit A hereto. Accrued interest on the Notes shall be computed on the basis of
a 360-day year composed of twelve 30-day months.


 


(b)The Person in whose name any Note
(or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable
at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New
York, which shall initially be the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, or
such address as the Trustee may designate from time to time by notice to the Holders and the Company. The Company shall pay interest
(i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of US$1,000,000 or less, by
check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical
Notes having an aggregate principal amount of more than US$1,000,000, either by check mailed to such Holders or, upon application
by such Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available
funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies,
in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the
account of the Depositary or its nominee.


 


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


 


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


 






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


 


Section
2.04             
Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chief Executive Officer, President or Chief Financial Officer.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a written order of the Company signed by one Officer and delivered to the Trustee (the “Authentication Order”)
for the authentication and delivery of such Notes, an Officers’ Certificate and an Opinion of Counsel, such Officers’
Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall
reasonably request, and the Trustee in accordance with such Authentication Order shall authenticate and deliver such Notes, without
any further action by the Company hereunder.


 


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


 






    	13



    	 



    

 


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


 


Section
2.05             
Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall
cause to be kept at the office of the Note Registrar at Reuterweg 16, 60323 Frankfurt, Germany a register (the register maintained
in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes
and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form
within a reasonable period of time. Citigroup Global Markets Deutschland AG is hereby initially appointed the “Note Registrar”
for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars
in accordance with Section 4.02. The Company shall maintain an office or agency in the Borough of Manhattan, the City of New York,
which shall initially be the office of the Note Registrar in New York, New York, where Physical Notes may be accepted for registration
or transfers.


 


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


 


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


 


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


 


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


 






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None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or
a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes during the
period beginning at the open of business 15 days before any selection for redemption of Notes and ending at the close of business
on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders to be redeemed, or
any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Notes being redeemed in part.


 


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


 


(b)So long as the Notes are eligible
for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth paragraph from the end of
Section 2.05(c), all Notes shall be represented by one or more Notes in global form (each, a “Global Note”)
registered in the name of the Depositary or the nominee of the Depositary. Notes offered and sold to qualified institutional buyers
in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes (the “Rule 144A Global
Notes”). Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S shall be issued
initially in the form of one or more Global Notes (the “Regulation S Global Notes”). The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, pursuant to transfers and exchanges in Section 2.05(c). The transfer and exchange
of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary
(but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth in this
Section 2.05 and procedures set forth in Section 2.06) and the procedures of the Depositary therefor.


 


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


 


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


 






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THIS SECURITY, THE AMERICAN DEPOSITARY SHARES
ISSUABLE UPON CONVERSION OF THIS SECURITY AND THE CLASS A ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:


 


		(1)	REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT), AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
AND



 


		(2)	AGREES FOR THE BENEFIT OF QIHOO 360 TECHNOLOGY CO. LTD. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY, THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY, OR THE CLASS A ORDINARY
SHARES REPRESENTED THEREBY, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER
THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	THROUGH OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT;



 


		(C)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR SUCH AMERICAN DEPOSITARY
SHARES AND CLASS A ORDINARY SHARES;



 


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



 


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



 






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PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


 


NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


EACH HOLDER AND BENEFICIAL OWNER, BY ITS
ACCEPTANCE OF THIS SECURITY EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.


 


No transfer of any Note prior to the Resale
Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Certificate of Transfer
has been checked and any transfers shall follow the procedures set forth in Section 2.06.


 


Any Note (or security issued in exchange
or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon
surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by
this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian
in writing to so surrender any Global Note as to which such restrictions on transfer shall have expired in accordance with their
terms for exchange, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global
Note so exchanged therefor shall not bear the Securities Act Legend specified in this Section 2.05(c) and shall not be assigned
a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of the Resale Restriction Termination
Date and promptly after a registration statement, if any, with respect to the Notes or any ADSs (including any Class A Ordinary
Shares represented thereby) issued upon conversion of the Notes has been declared effective under the Securities Act.


 


The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect
to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as
the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Beneficial interests in the Regulation
S Global Notes may be held by any member of, or participants in, the Depositary, including Euroclear and Clearstream (collectively,
the “Agent Members”). Agent Members shall have no rights under this Indenture with respect to any Global Notes
held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes, and the Depositary may be treated
by the Company, the Trustee and any agent of either of them as the absolute owner of such Global Notes for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of either of them, from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Notes.


 






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Holders of Global Notes will be entitled
to receive Physical Notes if (i) the Depositary (or any other clearing system as shall have been designated by the Company and
approved by the Trustee on behalf of which the Notes evidenced by the Rule 144A Global Note or the Regulations S Global Note may
be held) notifies the Company that it is no longer willing or able to discharge properly its responsibilities as depositary with
respect to the Global Notes or ceases to be a “Clearing Agency” registered under the Exchange Act or is at any time
no longer eligible to act as such and the Company is unable to locate a qualified successor within 60 days of receiving notice
of such ineligibility on the part of the Depositary Trust Company (or, as the case may be, such other clearing system), (ii) there
shall have occurred and be continuing an Event of Default, or (iii) instructions have been given for the transfer of an interest
in the Notes evidenced by the Rule 144A Global Note to a Person who would otherwise take delivery thereof in the form of an interest
in the Note evidenced by the Regulation S Global Note where the Regulation S Global Note has been exchanged for Physical Notes
or vice versa, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for
the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (ii) or (iii), a Physical Note
to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s
beneficial interest and (y) in the case of clause (i), Physical Notes to each beneficial owner of the related Global Notes (or
a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for
such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.


 


In the case of Physical Notes, Holders of
a Physical Note may transfer such Note by surrendering it to the Note Registrar. In the event of a partial transfer or a partial
redemption of a holding of Physical Notes represented by one Physical Note, a Physical Note will be issued to the transferee in
respect of the part transferred and a new Physical Note in respect of the balance of the holding not transferred or redeemed will
be issued to the transferor or the Holder, as applicable; provided that no Physical Note in a denomination less than US$200,000
will be issued. The Company shall bear the cost of preparing, printing, packaging and delivering the Physical Notes.


 


Physical Notes delivered in exchange for
any Global Note or beneficial interest in Global Notes pursuant to this Section 2.05(c) shall be registered in such names and in
such authorized denominations requested by or on behalf of the Depositary (in accordance with its customary procedures) and will
bear the applicable legends specified in this Section 2.05, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the
Persons in whose names such Physical Notes are so registered. Physical Notes may be transferred and exchanged only after the transferor
first delivers to the Trustee a written certification (in the form provided in this Indenture) to the effect that such transfer
will comply with the transfer restrictions applicable to such Physical Notes.


 






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Neither the Company, the Trustee nor any
agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


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


 


THE AMERICAN DEPOSITARY SHARES EVIDENCED
HEREBY AND THE CLASS A ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT), AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
AND



 


		(2)	AGREES FOR THE BENEFIT OF QIHOO 360 TECHNOLOGY CO. LTD. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THE COMPANY’S 2.50% CONVERTIBLE SENIOR NOTES
DUE 2018, OR THE CLASS A ORDINARY SHARES REPRESENTED THEREBY, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144
UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT:



 






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		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	THROUGH OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT;



 


		(C)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THE AMERICAN DEPOSITARY SHARES AND
CLASS A ORDINARY SHARES REPRESENTED THEREBY;



 


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



 


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



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


 


NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


EACH HOLDER AND BENEFICIAL OWNER, BY ITS
ACCEPTANCE OF THIS SECURITY EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.


 


Any such ADSs as to which such restrictions
on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such ADSs for
exchange in accordance with the procedures of the transfer agent for the ADSs, be exchanged for a new certificate or certificates
for a like aggregate number of ADSs, which shall not bear the restrictive legend required by this Section 2.05(d).


 


(e)The Company (i) shall not resell
and (ii) shall not permit any of its “affiliate” (as defined under Rule 144 under the Securities Act) or Person
that has been an “affiliate” of the Company during the three immediately preceding months to purchase, otherwise
acquire or own, in each case, any Notes or any beneficial interest therein.


 


Section
2.06             
Transfer and Exchange.


 


(a)               
Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole or in part except (i)
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii)
for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in, the Depositary
(for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance
with customary procedures of the Depositary and in compliance with Section 2.05(c).


 






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(b)              
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and
the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also
will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:


 


(1)              
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the Securities Act Legend. No written orders or instructions shall be
required to be delivered to the Note Registrar to effect the transfers described in this Section 2.06(b)(1).


 


(2)              
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers
and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest
must deliver to the Note Registrar either:


 


(A)             
both:


 


(i)                
a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(ii)              
instructions given in accordance with the Applicable Procedures containing information regarding the Agent Member
account to be credited with such increase; or


 


(B)             
both:


 


(i)                
a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to cause to be issued a Physical Note in an amount equal to the beneficial interest to be transferred or exchanged;
and


 


(ii)              
instructions given by the Depositary to the Note Registrar containing information regarding the Person in whose name
such Physical Note shall be registered to effect the transfer or exchange referred to in (1) above.


 






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Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities
Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(e).


 


(3)              
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Note Registrar receives the following:


 


(A)             
if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)             
if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(c)               
Transfer or Exchange of Beneficial Interests for Physical Notes.


 


(1)              
Beneficial Interests in Restricted Global Notes to Restricted Physical Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Physical Note or to transfer
such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Physical Note, then, upon receipt by
the Note Registrar of the following documentation:


 


(A)             
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a Restricted Physical Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in
item (2) thereof;


 


(B)             
if such beneficial interest is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)             
if such beneficial interest is being transferred to a non-U.S. person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)             
if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 






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(E)              
if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)              
if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(e) hereof, and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Physical Note in the appropriate principal amount.
Any Physical Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Note Registrar through instructions from the Depositary and the Agent Member. The Trustee shall deliver such
Physical Notes to the Persons in whose names such Notes are so registered. Any Physical Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.07(c)(1) shall bear the Securities Act Legend and shall be subject
to all restrictions on transfer contained therein.


 


(2)              
Beneficial Interests in Restricted Global Notes to Unrestricted Physical Notes. A holder of a beneficial interest
in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Physical Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Physical Note only if the Note Registrar receives
the following:


 


(A)             
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for an Unrestricted Physical Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or


 


(B)             
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, if the Note Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Securities
Act Legend are no longer required in order to maintain compliance with the Securities Act.


 


(3)              
Beneficial Interests in Unrestricted Global Notes to Unrestricted Physical Notes. If any holder of a beneficial
interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Physical Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Physical Note, then, upon satisfaction of the conditions set forth
in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note
to be reduced accordingly pursuant to Section 2.06(e), and the Company will execute and the Trustee will authenticate and deliver
to the Person designated in the instructions a Physical Note in the appropriate principal amount. Any Physical Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest requests through instructions to the Note Registrar from or through
the Depositary and the Agent Member. The Trustee will deliver such Physical Notes to the Persons in whose names such Notes are
so registered. Any Physical Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear
the Securities Act Legend.


 






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(d)              
Transfer and Exchange of Physical Notes for Physical Notes. Upon request by a Holder of Physical Notes and
such Holder’s compliance with the provisions of this Section 2.06(d), the Note Registrar will register the transfer or exchange
of Physical Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Note
Registrar the Physical Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section
2.06(d).


 


(1)              
Restricted Physical Notes to Restricted Physical Notes. Any Restricted Physical Note may be transferred to
and registered in the name of Persons who take delivery thereof in the form of a Restricted Physical Note if the Note Registrar
receives the following:


 


(A)             
if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)             
if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)             
if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates
and Opinion of Counsel required by item (3) thereof, if applicable.


 


(2)              
Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note may be exchanged by
the Holder thereof for an Unrestricted Physical Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Physical Note if the Note Registrar receives the following:


 


(A)             
if the Holder of such Restricted Physical Notes proposes to exchange such Notes for an Unrestricted Physical Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 






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(B)             
if the Holder of such Restricted Physical Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, if the Note Registrar so requests, an Opinion
of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Securities Act Legend are no longer required
in order to maintain compliance with the Securities Act.


 


(3)              
Unrestricted Physical Notes to Unrestricted Physical Notes. A Holder of Unrestricted Physical Notes may transfer
such Notes to a Person who takes delivery thereof in the form of an Unrestricted Physical Note. Upon receipt of a request to register
such a transfer, the Note Registrar shall register the Unrestricted Physical Notes pursuant to the instructions from the Holder
thereof.


 


(e)               
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global
Note have been exchanged for Physical Notes or a particular Global Note has been converted, canceled, redeemed, repurchased or
transferred in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance
with Section 2.09. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Physical Notes, the
principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.


 


Section
2.07             
Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost
or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed
by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in
exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen.
In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating
agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense
caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.


 


The Trustee or such authenticating agent
may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee,
the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substitute Note, the Company or
the Trustee may require the payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in relation thereto and any other expenses connected therewith. In case any Note that has matured or is about
to mature or has been surrendered for required repurchase, is about to be converted in accordance with Article 14 or is about to
be redeemed in accordance with Article 16 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole
discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the
same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity
as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.


 






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Every substitute Note issued pursuant to
the provisions of this Section 2.07 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall
be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately
with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement or payment or conversion or repurchase
or redemption of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment or conversion of negotiable
instruments or other securities without their surrender.


 


Section
2.08             
Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes
(printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of
the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be
determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical
Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical
Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating
agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes.
Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical
Notes authenticated and delivered hereunder.


 


Section
2.09             
Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose
of payment, repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than
the Trustee (including any of the Company’s Agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation.
All Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except
as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with
its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s
written request in a Company Order. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption,
repurchase or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee
for cancellation.


 






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Section
2.10             
CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” or “ISIN”
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP or ISIN numbers in all notices issued to Holders as
a convenience to such Holders; provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification
numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP or ISIN numbers.


 


Section
2.11             
Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section
2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder in
an unlimited aggregate principal amount; provided if any additional Notes are not fungible with the Notes initially issued hereunder
for U.S. federal income tax purposes, then such additional Notes shall have a separate CUSIP number. Prior to the issuance of
any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion
of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section
17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or
indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise,
whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to
private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other
than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation
in accordance with Section 2.09.


 


ARTICLE
3

SATISFACTION AND DISCHARGE


 


Section
3.01             
Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officers’
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (y) Notes for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Trustee for cancellation;
or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and
payable, whether at the Maturity Date, the Redemption Date, the Repurchase Date, any Fundamental Change Repurchase Date, upon
conversion or otherwise, cash or (in the case of conversion) ADSs, if sufficient to pay all of the outstanding Notes or satisfy
the Company’s Conversion Obligation, as the case may be, and pay all other sums due and payable under this Indenture by
the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied
with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section
7.06 shall survive.


 






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ARTICLE
4

PARTICULAR COVENANTS OF THE COMPANY


 


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


 


Section 4.02             
Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment,
repurchase or redemption (“Paying Agent”) or for conversion (“Conversion Agent”) and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the corporate trust office
of the Trustee in the Borough of Manhattan, The City of New York.


 


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


 


The Company hereby initially designates
(i) Citibank, N.A., London Branch as the Paying Agent, the Conversion Agent and the transfer agent and (ii) the Corporate Trust
Office and the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York as an office or agency
of the Company for purposes of this Section 4.02.


 


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


 


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


 






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


 


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


 


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


 


The Company shall, no later than 10:00 a.m.,
New York City time, on the Business Day immediately preceding each due date of the principal (including the Redemption Price, the
Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes,
deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price and
the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of any failure to take such action. Any deposit by the Company with the Paying Agent
shall be made by wire transfer in immediately available funds.


 


To the extent the Paying Agent will act
as the Company’s withholding agent with respect to any payment of principal (including the Redemption Price, the Repurchase
Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, the Company
shall, no later than 10:00 a.m., New York City time, on the Business Day immediately preceding the due date of such payment, furnish
the Paying Agent with an Officers’ Certificate instructing the Trustee as to any circumstances in which such payment shall
be subject to deduction or withholding as described in Section 4.07 and the rate of any such deduction or withholding. The Company
shall also specify in the Officers’ Certificate the amount required to be so withheld and the Additional Amounts, if any.
For the avoidance of doubt, the Company shall deposit such Additional Amounts, if any, with the Paying Agent in accordance with
the preceding paragraph.


 


The Paying Agent shall not be bound to make
payments under this Section 4.04 until funds in such amount required for such payments have been received from the Company.


 


(b)If the Company shall act as its own
Paying Agent, it will, no later than 10:00 a.m., New York City time, on each due date of the principal (including the Redemption
Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on,
the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal
(including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, as applicable) and accrued and
unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure
by the Company to make any payment of the principal (including the Redemption Price, the Repurchase Price and the Fundamental Change
Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.


 






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


 


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


 


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


 


Section
4.06             
Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section
13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or the ADSs delivered upon conversion thereof
shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, promptly provide to the Trustee and shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser
of such Notes or such ADSs the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate
the resale of such Notes or such ADSs pursuant to Rule 144A under the Securities Act. The Company shall take such further action
as any Holder or beneficial owner of such Notes or such ADSs may reasonably request from time to time to enable such Holder or
beneficial owner to sell such Notes or such ADSs in accordance with Rule 144A under the Securities Act, as such rule may be amended
from time to time.


 


(b)The Company shall file with the Trustee
within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Company
is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period
provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company files with the Commission via the
Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) as of the time
such documents are filed with the Commission via the EDGAR system; provided that the Company will notify the Trustee within 15
days of any such filing.


 






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(c)Delivery of the reports and documents
described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on
an Officers’ Certificate).


 


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


 


(e)If, and for so long as, the restrictive
legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the
Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Persons who were the Company’s
Affiliates during the three immediately preceding months (without restrictions pursuant to U.S. securities law or the terms of
this Indenture or the Notes) as of the 365th day after the last date of original issuance of the Notes, the Company shall pay Additional
Interest on the Notes. Such Additional Interest will accrue on the Notes at the rate of 0.50% per annum of the principal amount
of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are
assigned an unrestricted CUSIP number and the Notes are freely tradable by Holders other than the Company’s Affiliates or
Persons who were the Company’s Affiliates during the three immediately preceding months (without restrictions pursuant to
U.S. securities law or the terms of this Indenture or the Notes).


 


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


 


(g)The Additional Interest that is payable
in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that
may be payable as a result of the Company’s election pursuant to Section 6.03.


 


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


 






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Section
4.07             
Payment of Additional Amounts. (a) All payments and deliveries made by the Company or any successor to the
Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal, payments
of interest and deliveries of ADSs (together with cash payments in lieu of any fractional ADSs) upon conversion, shall be made
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges
of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for
tax purposes, organized or resident or doing business in or through which payment is made (or any political subdivision or taxing
authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding
or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding
or deduction is so required, the Company or any successor to the Company shall pay to each Holder such additional amounts (“Additional
Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding
or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by
such beneficial owner had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable:


 


(i)for or on account of:


 


(A)any tax, duty, assessment
or other governmental charge that would not have been imposed but for:


 


(1)the existence of any
present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than
merely holding such Note or the receipt of payments thereunder, including, without limitation, such Holder or beneficial owner
being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof
or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment
therein;


 


(2)the presentation of
such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the
principal of (including the Repurchase Price or Fundamental Change Repurchase Price, if applicable), premium, if any, and interest
on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or


 


(3)the failure of the
Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed to the Holder
or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning such Holder’s
or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any
declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance
with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction to reduce or
eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial
owner;


 






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(B)any estate, inheritance,
gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;


 


(C)any tax, duty, assessment
or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; or


 


(D)any combination of taxes,
duties, assessments or other governmental charges referred to in the preceding clauses (A), (B) or (C); or


 


(ii)with respect to any payment
of the principal of (including the Repurchase Price or Fundamental Change Repurchase Price, if applicable), premium, if any, and
interest on, such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of
that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing
Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial
owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner or beneficial owner been
the Holder thereof.


 


(b) Any reference in this Indenture or the
Notes in any context to the delivery of ADSs (together with a cash payment in lieu of any fractional ADSs) upon conversion of the
Notes or the payment of principal of (including the Repurchase Price or Fundamental Change Repurchase Price, if applicable), and
any premium or interest on, any Note or any amount payable with respect to such Note, shall be deemed to include any Additional
Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred
to in this Section 4.07.


 


(c) The foregoing obligations shall survive
termination or discharge of this Indenture.


 


Section
4.08             
Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest
on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants
or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.


 






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Section
4.09             
Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2013) and within 14 days
of a request from the Trustee an Officers’ Certificate stating whether or not the signers thereof have knowledge of any
Default that occurred during the previous year, and, if so, specifying each such failure and the nature thereof.


 


In addition, the Company shall deliver to
the Trustee, within 30 days after the Company becomes aware of the occurrence of any Event of Default or Default, an Officers’
Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company proposes
to take with respect thereto.


 


Section
4.10             
Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this
Indenture.


 


ARTICLE
5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section
5.01             
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semi-annually, not more than 15 days after each March 1 and September 1 in each year beginning with September 1, 2013, and at
such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such
lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder),
a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than
15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such
information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 


ARTICLE
6

DEFAULTS AND REMEDIES


 


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


 






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


 


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


 


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


 


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


 


(e)failure by the Company to issue a
Fundamental Change Company Notice in accordance with Section 15.02(c) when due


 


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


 


(g)default by the Company or any Subsidiary
of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there
may be secured or evidenced, any indebtedness for money borrowed in excess of US$15 million in the aggregate of the Company and/or
any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming
or being declared due and payable or (ii) constituting a failure to pay the principal of, or interest on, any such indebtedness
when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise, in each of clauses (i) and
(ii), where such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days;


 


(h)a final judgment for the payment
of US$15 million or more rendered against the Company or any Subsidiary of the Company if such amount is not covered by insurance
or an indemnity and is not discharged or stayed within 30 days after (i) the date on which the right to appeal thereof has expired
if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


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


 


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


 






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Section
6.02             
Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be
continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with
respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section
8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may, and the Trustee at the request of such
Holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable,
and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture
or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j)
with respect to the Company occurs and is continuing, 100% of the principal of and accrued and unpaid interest, if any, on all
Notes shall become and shall automatically be immediately due and payable.


 


The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon
all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and
on such principal at the rate borne by the Notes, plus one percent at such time) and amounts due to the Trustee pursuant to Section
7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and
all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest,
if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09,
then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or
Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall
impair any right consequent thereon. Notwithstanding the above or anything to the contrary herein, no such waiver or rescission
and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal
of, or accrued and unpaid interest on, any Notes, the Redemption Price on the Redemption Date, or the Repurchase Price on the Repurchase
Date or Fundamental Change Repurchase Price (ii) a failure to pay or deliver, as the case may be, the consideration due upon conversion
of the Notes in accordance with this Indenture or (iii) in respect of any provision under this Indenture that cannot be modified
or amended without the consent of the Holders of each outstanding Note affected.


 






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Section
6.03             
Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent
the Company elects, the sole remedy for Events of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) shall after the occurrence of such an Event of Default consist exclusively of the right to receive
Additional Interest on the Notes at a rate equal to (a) 0.25% per annum of the principal amount of the Notes outstanding for each
day during the 180-day period beginning on, and including, the date on which such an Event of Default first occurs and (b) 0.50%
per annum of the principal amount of the Notes outstanding for each day during the 180-day period beginning on, and including,
the 181st day following, and including, the occurrence of such an Event of Default during which, in each case, such Event of Default
is continuing. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional
Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest shall be payable
in the same manner and on the same dates as regular interest on the Notes. On the 361st day after such Event of Default (if the
Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day), the Notes shall
be subject to acceleration as provided in Section 6.02. In the event the Company does not elect to pay Additional Interest following
an Event of Default in accordance with this Section 6.03, the Notes shall be subject to acceleration as provided in Section 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 360-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in Section 6.02.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


First, to the payment of all amounts due
the Trustee under Section 7.06 and due to the Paying Agents, Conversion Agents and Note Registrar pursuant to the Registrar, Paying,
Transfer and Conversion Agency Appointment Letter dated September 5, 2013;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


it being understood and intended, and being
expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more
Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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


 


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


 


Section
6.08             
Remedies Cumulative and Continuing. Except as provided in the last paragraph of Section 2.07, all powers
and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings
or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay
or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event
of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default
or any acquiescence therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or
by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders.


 






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


 


Section
6.10             
Notice of Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of
which a Responsible Officer has actual knowledge, mail to all Holders as the names and addresses of such Holders appear upon the
Note Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before
the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption
Price, the Repurchase Price and the Fundamental Change Repurchase Price, as applicable), or accrued and unpaid interest on, any
of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected
in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders. The Trustee shall not be deemed to have knowledge of a Default
or Event of Default (other than a Default in the payment of principal of (including the Redemption Price, the Repurchase Price
and the Fundamental Change Repurchase Price, as applicable), or accrued and unpaid interest on, any of the Notes) unless a Responsible
Officer of the Trustee has received written notice thereof in the manner provided in this Indenture, which notice references the
Notes and the Indenture.


 






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


 


ARTICLE
7

CONCERNING THE TRUSTEE


 


Section
7.01             
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture. In case an Event of Default has occurred that has not been cured or waived the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee indemnity or security satisfactory in its sole discretion to it against any loss, liability or expense that might be incurred
by it in compliance with such request or direction. The Trustee shall be held harmless and have no liability for actions taken
at the direction of the requisite Holders.


 


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


 


(a) prior to the occurrence of an Event
of Default and after the curing or waiving of all Events of Default that may have occurred:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h) in the event that the Trustee or
an affiliate is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the rights
and protections afforded to the Trustee pursuant to this Article 7 (including indemnity) shall also be afforded to such Custodian,
Note Registrar, Paying Agent, Conversion Agent or transfer agent.


 






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If an Event of Default occurs and is continuing,
the Trustee may require the Paying Agent and Conversion Agent to act under its direction.


 


None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers. Where there are any inconsistencies between the Trustee
Ordinance (Cap. 29 Laws of Hong Kong) and this Indenture, the provisions of this Indenture shall prevail to the extent provided
or permitted by law.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


In no event shall the Trustee be liable
for any special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even
if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall
not be charged with knowledge of any Default or Event of Default (other than a Default in the payment of principal of (including
the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest
on, any of the Notes) unless a Responsible Officer of the Trustee has received written notice thereof in the manner provided in
this Indenture, which notice references the Notes and the Indenture.


 






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


 


Section
7.04             
Individual Rights or the Trustee, Paying Agents, Conversion Agents or Note Registrar. The Trustee, any Paying
Agent, any Conversion Agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise engage in business or deal with the Company or its Affiliates with the same rights it would have if it were
not the Trustee, Paying Agent, Conversion Agent or Note Registrar. Nothing herein shall obligate the Trustee, the Conversion Agent,
the Notes Registrar or the Paying Agent to account for any profits earned from any business or transactional relationship. The
Trustee may have interest in or may be providing or may in the future provide financial or other services to other parties. The
Conversion Agent, Paying Agent and the Notes Registrar may do the same with like rights.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense
of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holders at their addresses
as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


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


 


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


 


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


 






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ARTICLE
8

CONCERNING THE HOLDERS


 


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


 


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


 


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


 






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


 


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


 


ARTICLE
9

HOLDERS’ MEETINGS


 


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


 


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


 






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


 


(c) to consent to the execution of an
indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


ARTICLE
10

SUPPLEMENTAL INDENTURES


 


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


 






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(a) to cure any ambiguity, omission,
defect or inconsistency in this Indenture that does not, individually or in the aggregate adversely, affect the rights of any Holder
of the Notes in any respect;


 


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


 


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


 


(d) to secure the Notes;


 


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


 


(f) to make any change that does not,
individually or in the aggregate, adversely affect the rights of any Holder in any respect; or


 


(g) to conform the provisions of this
Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum.


 


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


 


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


 


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


 


(a) reduce the percentage in aggregate
principal amount of Notes whose Holders must consent to an amendment of this Indenture or waive any past Default;


 


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


 


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


 






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


 


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


 


(f) make any Note payable in a currency
other than that stated in the Note;


 


(g) change the ranking of the Notes;


 


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


 


(i) change the obligation of the Company
to pay Additional Amounts on any Note; or


 


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


 


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


 


Holders do not need under this Section 10.02
to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance
thereof. After any supplemental indenture becomes effective under Section 10.01 or this Section 10.02, the Company shall mail to
the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders,
or any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


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


 


Section
10.04          Notation
on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of
this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental
indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 17.11) and delivered in exchange for the Notes then outstanding, upon
surrender of such Notes then outstanding.


 






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Section
10.05          Evidence
of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.06, the
Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture.


 


ARTICLE
11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


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


 


(a) the resulting, surviving or transferee
Person (the “Continuing Entity”), if not the Company, shall be a corporation organized and existing under the
laws of any State of the United States of America or the District of Columbia, or a company organized and existing under the laws
of the Cayman Islands, and the Continuing Entity (if not the Company) shall expressly assume, by supplemental indenture all of
the obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay
Additional Amounts pursuant to Section 4.07(a));


 


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


 


(c)if, pursuant to Section 14.07, upon
the occurrence of any such consolidation, merger, sale, conveyance, transfer or lease the Notes would become convertible into securities
issued by an issuer other than the Continuing Entity, such other issuer shall fully and unconditionally guarantee on a senior basis
the resulting Continuing Entity’s obligations under the Notes.


 


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


 


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


 






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


 


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


 


ARTICLE
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


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


 






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ARTICLE
13

INTENTIONALLY OMITTED


 


ARTICLE
14

CONVERSION OF NOTES


 


Section
14.01          Conversion
Privilege. Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right,
at such Holder’s option, at any time prior to the close of business on the third Business Day immediately preceding the
Maturity Date, to convert all or any portion (if the portion to be converted is US$1,000 principal amount or an integral multiple
thereof) of such Note at an initial conversion rate of 9.0119 ADSs (subject to adjustment as provided in Section 14.04, the “Conversion
Rate”) per US$1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion
Obligation”).


 


Section
14.02          Conversion
Procedure; Settlement Upon Conversion. (a) Upon conversion of any Note, the Company shall deliver to the converting Holder,
in respect of each US$1,000 principal amount of Notes being converted, a number of ADSs equal to the Conversion Rate, together
with a cash payment, if applicable, in lieu of any fractional ADS in accordance with subsection (j) of this Section 14.02, on
the third Business Day immediately following the relevant Conversion Date.


 


(b) Subject to Section 14.02(e), before
any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note,
comply with the procedures of the Depositary in effect at that time for book-entry transfer to the Conversion Agent through the
facilities of the Depositary and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such
Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and
deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof)
(a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal
amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates
for any ADSs to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed
to the Company or in blank, at the office of the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate
endorsements and transfer documents, and, if required by the ADS Depositary, ADS delivery instructions and applicable fees, (4)
if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set
forth in Section 14.02(h), and (5) if required, pay any tax or duty which may be payable in respect of any transfer involving the
issue or delivery of the ADSs in the name of a Person other than such Holder. The Trustee (and if different, the Conversion Agent)
shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of
Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Repurchase Notice
or Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Repurchase Notice
or Fundamental Change Repurchase Notice in accordance with Section 15.03.


 


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


 






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(c) A Note shall be deemed to have been
converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has
complied with the requirements set forth in subsection (b) above. The Company shall issue or cause to be issued, and deliver to
such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full
number of ADSs to which such Holder shall be entitled in satisfaction of the Conversion Obligation.


 


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


 


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


 


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


 


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


 


(h) Upon conversion, a Holder shall not
receive any separate cash payment or any Additional ADSs accrued and unpaid interest, if any, except as set forth below. The Company’s
settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note
and accrued and unpaid interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest,
if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes
as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding
Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business
on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds
equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for Notes
converted after the close of business on the Regular Record Date immediately preceding the Maturity Date and before the close of
business on the third Business Day immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date
that is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest
Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on
or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any
Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note.


 






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(i) The Person in whose name the certificate
for any ADSs delivered upon conversion is registered shall become the holder of record of such ADSs as of the close of business
on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered
for conversion.


 


(j) The Company shall not deliver any
fractional ADSs upon conversion of the Notes and shall instead pay cash in lieu of any fractional ADS issuable upon conversion
based on the Last Reported Sale Price of the ADSs on the relevant Conversion Date.


 


Section
14.03          Increased
Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole
Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the
Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion
by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be
deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice
of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change
to, and including, the third Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case
of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition
thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).


 


(b) Upon surrender of Notes for conversion
in connection with a Make-Whole Fundamental Change, the Company shall deliver ADSs, including the Additional ADSs, in accordance
with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the Reference Property is composed entirely of cash, for any conversion of Notes following
the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the ADS
Price for the transaction and shall be deemed to be an amount of cash per US$1,000 principal amount of converted Notes equal to
the Conversion Rate (including any adjustment for Additional ADSs), multiplied by such ADS Price. The Company shall notify the
Holders of Notes, the Trustee, the Conversion Agent and the Paying Agent of the Effective Date of any Make-Whole Fundamental Change
and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.


 


(c) The number of Additional ADSs, if
any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date on
which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the
“ADS Price”) paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change. If the holders of ADSs
receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the ADS Price
shall be the cash amount paid per share. Otherwise, the ADS Price shall be the average of the Last Reported Sale Prices of the
ADSs for each Trading Day during the five Trading-Day period ending on, and including, the Trading Day immediately preceding the
Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the ADS Price,
in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring
an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading-Day period.


 






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


 


(e) The following table sets forth the
number of Additional ADSs to be added to the Conversion Rate pursuant to this Section 14.03 for each ADS Price and Effective Date
set forth below:


 





	 	 	ADS Price	 
	Effective Date	 	US$79.26	 	 	US$90.00	 	 	US$100.00	 	 	US$110.00	 	 	US$120.00	 	 	US$130.00	 	 	US$140.00	 	 	US$150.00	 	 	US$160.00	 	 	US$170.00	 	 	US$200.00	 	 	US$250.00	 
	September 5, 2013	 	 	3.6048	 	 	 	2.8805	 	 	 	2.2952	 	 	 	1.8586	 	 	 	1.5268	 	 	 	1.2706	 	 	 	1.0700	 	 	 	0.9109	 	 	 	0.7832	 	 	 	0.6796	 	 	 	0.4662	 	 	 	0.2829	 
	September 15, 2014	 	 	3.6048	 	 	 	2.7712	 	 	 	2.1431	 	 	 	1.6823	 	 	 	1.3389	 	 	 	1.0797	 	 	 	0.8816	 	 	 	0.7284	 	 	 	0.6088	 	 	 	0.5145	 	 	 	0.3304	 	 	 	0.1884	 
	September 15, 2015	 	 	3.6048	 	 	 	2.6425	 	 	 	1.9545	 	 	 	1.4601	 	 	 	1.1010	 	 	 	0.8379	 	 	 	0.6438	 	 	 	0.5000	 	 	 	0.3930	 	 	 	0.3129	 	 	 	0.1732	 	 	 	0.0887	 
	September 15, 2016	 	 	3.6048	 	 	 	2.3497	 	 	 	1.6742	 	 	 	1.1635	 	 	 	0.7633	 	 	 	0.4394	 	 	 	0.1779	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	September 15, 2017	 	 	3.6048	 	 	 	2.2234	 	 	 	1.4955	 	 	 	0.9793	 	 	 	0.6045	 	 	 	0.3222	 	 	 	0.0734	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	September 15, 2018	 	 	3.6048	 	 	 	2.0992	 	 	 	0.9881	 	 	 	0.0790	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 








 


 


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


 


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


 


(ii) if the ADS Price is greater
than US$250.00 per share (subject to adjustment in the same manner as the ADS Prices set forth in the column headings of the table
above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate; and


 


(iii) if the ADS Price is
less than US$79.26 per share (subject to adjustment in the same manner as the ADS Prices set forth in the column headings of the
table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate.


 






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Notwithstanding the foregoing, in no event
shall the total number of ADSs issuable upon conversion exceed 12.6167 per US$1,000 principal amount of Notes, subject to adjustment
in the same manner as the Conversion Rate pursuant to Section 14.04.


 


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


 


Section
14.04          Adjustment
of Conversion Rate. If the number of Class A Ordinary Shares represented by the ADSs is changed for any reason other than
one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Conversion
Rate such that the number of Class A Ordinary Shares represented by the ADSs deliverable upon conversion of any Notes is not affected
by such change.


 


Notwithstanding the adjustment provisions
described in this Section 14.04, if the Company distributes to all or substantially all holders of the Ordinary Shares any cash,
rights, options, warrants, shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property
of the Company (but excluding Expiring Rights) and, in lieu of a corresponding distribution to holders of the ADSs, the ADSs shall
instead represent, in addition to Class A Ordinary Shares, such cash, rights, options, warrants, shares of capital stock or similar
equity interest, evidences of indebtedness or other assets or property of the Company, then an adjustment to the Conversion Rate
described in this Section 14.04 shall not be made unless and until a corresponding distribution (if any) is made to holders of
the ADSs, and in which case such adjustment to the Conversion Rate shall be based on the distribution made to the holders of the
ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that the Company issues or distributes
to all or substantially all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence,
the Company shall adjust the Conversion Rate pursuant to Section 14.04(b) (in the case of Expiring Rights entitling holders of
the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for
or purchase Ordinary Shares or ADSs) or Section 14.04(c) (in the case of all other Expiring Rights). “Expiring Rights”
means any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.


 


For the avoidance of doubt, if any event
described in this Section 14.04(a) to 14.04(c) (inclusive) results in a change to the number of Class A Ordinary Shares represented
by the ADSs, then such a change shall be deemed to satisfy the Company’s obligation to adjust the Conversion Rate on account
of such event to the extent, but only to the extent, that such change reflects the adjustment to the Conversion Rate that would
otherwise have been required on account of such event.


 


Subject to the foregoing, the Conversion
Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not
make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of a share split or share
combination), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, in any
of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of ADSs equal
to the Conversion Rate in effect immediately prior to the effective time for such adjustment, multiplied by the principal amount
(expressed in thousands) of Notes held by such Holder.


 






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


 


	CR1 = CR0 x	OS1
	OS0


 


 


where,


 


CR0=the
Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately
prior to the open of business on the Adjustment Effective Date of such share split or combination, as applicable;


 


CR1 = the
Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business
on such Adjustment Effective Date, as applicable;


 


OS0 = the
number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the
open of business on such Adjustment Effective Date, as applicable; and


 


OS1 = the
number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


 


Any adjustment made under this Section 14.04(a)
shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately
after the open of business on the Adjustment Effective Date for such share split or share combination, as applicable. If any dividend
or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be
immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to
the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt,
the references to “Ordinary Shares” in “OS0” and “OS1” above include
without limitation both Class A Ordinary Shares and Class B Ordinary Shares.


 


(b)If the Company issues to all or substantially
all holders of its Ordinary Shares or ADSs any rights, options or warrants entitling them for a period of not more than 45 calendar
days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs at a price per Ordinary
Share or ADS less than the average of the Last Reported Sale Prices of ADSs (in the case of any rights, options or warrants entitling
holders thereof to subscribe for or purchase Ordinary Shares, divided by the number of Class A Ordinary Shares then represented
by one ADS) for each Trading Day during the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately
preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


 






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	CR1 = CR0 x	OS0 + X
	OS0 + Y


 


 


where,


 


CR0 = the
Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;


 


CR1 = the
Conversion Rate in effect immediately after the close of business on such Record Date;


 


OS0 = the
number of Ordinary Shares outstanding immediately prior to the close of business on such Record Date;


 


X =the total number
of Ordinary Shares issuable pursuant to such rights, options or warrants or, in the case of any rights, options or warrants entitling
holders thereof to subscribe for or purchase ADSs, the total number of Class A Ordinary Shares represented by the total number
of ADSs issuable pursuant to such rights, options or warrants; and


 


Y = the number of Ordinary
Shares equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the
Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented by one ADS) for
each Trading Day during the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the
date of announcement of the issuance of such rights, options or warrants.


 


Any increase made under this Section 14.04(b)
shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after
the close of business on the Record Date for such issuance. To the extent that the Ordinary Shares or ADSs, as the case may be,
are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion
Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on
the basis of delivery of only the number of Ordinary Shares or ADSs, as the case may be, actually delivered. If such rights, options
or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such
Record Date for such issuance had not occurred. For the avoidance of doubt, the references to “Ordinary Shares” in
“OS0” above include without limitation both Class A Ordinary Shares and Class B Ordinary Shares.


 


For purposes of this Section 14.04(b), in
determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Ordinary Shares or ADSs at
less than such average of the Last Reported Sale Prices of the ADSs (in the case of any rights, options, warrants entitling holders
thereof to subscribe for or purchase Ordinary Shares, divided by the number of Class A Ordinary Shares then represented
by one ADS) for each Trading Day during the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately
preceding the date of announcement of such issuance, and in determining the aggregate offering price of such Ordinary Shares or
ADSs, as the case may be, there shall be taken into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be
determined by the Board of Directors.


 






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


 


	CR1 = CR0 x	SP0
	SP0 - FMV


 


 


where,


 


CR0 = the
Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;


 


CR1 =the
Conversion Rate in effect immediately after the close of business on such Record Date;


 


SP0= the
average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented
by one ADS) for each Trading Day during the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately
preceding the Ex- Dividend Date for such distribution; and


 


FMV = the fair market value
(as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Ordinary Share on the Ex-Dividend
Date for such distribution.


 


Any increase made under the portion of this
Section 14.04(c) above shall become effective immediately after the close of business on the Record Date for such distribution.
If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.


 


If the Board of Directors determines the
“FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual
or when-issued trading market for any securities, in doing so it shall consider the prices in such market over the same period
used in computing the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading-Day period ending on, and including,
the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 


Notwithstanding the foregoing, if “FMV”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing
increase, each Holder of a Note shall receive, in respect of each US$1,000 principal amount thereof, at the same time and upon
the same terms as holders of the ADSs receive the Distributed Property, the amount of Distributed Property such Holder would have
received if such Holder owned a number of ADSs equal to the Conversion Rate in effect on the Record Date for the distribution.


 






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With respect to an adjustment pursuant to
this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Ordinary Shares of shares of Capital
Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company,
where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the Spin-Off)
on a U.S. national or regional securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based
on the following formula:


 


	CR1 = CR0 x	FMV0 + MP0
	MP0


 


 


where,


 


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


 


CR1 = the
Conversion Rate in effect immediately after the end of the Valuation Period;


 


FMV0= the
average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary
Shares applicable to one Ordinary Share (determined for purposes of the definition of Last Reported Sale Price as set forth in
Section 1.01 as if such Capital Stock or similar equity interest were ADSs) for each Trading Day during the first 10 consecutive
Trading-Day period beginning on, and including, the Ex- Dividend Date of the Spin-Off (the “Valuation Period”);
and


 


MP0 = the
average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented
by one ADS) over the Valuation Period.


 


The increase to the Conversion Rate under
the preceding paragraph shall be determined on the last Trading Day of the Valuation Period but will be given effect immediately
after the open of business on the Ex-Dividend Date for the Spin-Off; provided that in respect of any conversion during the Valuation
Period, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced
with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including,
the Conversion Date in determining the Conversion Rate.


 


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


 






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


 


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


 


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


 


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


 






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


 


	CR1 = CR0 x	SP0
	SP0 - C


 


 


where,


 


CR0 = the
Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;


 


CR1 = the
Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;


 


SP0 = the
average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Ordinary Shares then represented
by one ADS) for each Trading Day during the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately
preceding the Ex- Dividend Date for such dividend or distribution; and


 


C = the amount in cash
per Ordinary Share the Company distributes to holders of its Ordinary Shares.


 


Any increase made under this Section 14.04(d)
shall become effective immediately after the close of business on the Record Date for such dividend or distribution. If such dividend
or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines
not to make or pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.


 


Notwithstanding the foregoing, if “C”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing
increase, each Holder of a Note shall receive, for each US$1,000 principal amount of Notes, at the same time and upon the same
terms as holders of ADSs, the amount of cash that such Holder would have received if such Holder owned a number of ADSs equal to
the Conversion Rate on the Record Date for such cash dividend or distribution.


 


(e) If the Company or any of its Subsidiaries
makes a payment in respect of a tender or exchange offer for the Ordinary Shares or ADSs, if the cash and value of any other consideration
included in the payment per Ordinary Share or ADS exceeds the average of the Last Reported Sale Prices of the ADSs (in the case
of a tender or exchange offer for Ordinary Shares, divided by the number of Class A Ordinary Shares then represented by
one ADS) for each Trading Day during the 10 consecutive Trading-Day period beginning on, and including, the Trading Day next succeeding
the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be
increased based on the following formula:


 






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	CR1 = CR0 x	AC + (SP1 + OS1)
	OS0 x SP1


 


 


Where,


 


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


 


CR1 = the
Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;


 


AC = the aggregate
value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for all Ordinary Shares
or ADSs, as the case may be, purchased in such tender or exchange offer;


 


OS0 = the
number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect
to the purchase of all Ordinary Shares and ADSs accepted for purchase or exchange in such tender or exchange offer);


 


OS1 = the
number of Ordinary Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to
the purchase of all Ordinary Shares and ADSs accepted for purchase or exchange in such tender or exchange offer); and


 


SP1 = the
average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS)
over the 10 consecutive Trading-Day period immediately following, and including, the Trading Day next succeeding the date such
tender or exchange offer expires.


 


The adjustment to the Conversion Rate under
this Section 14.04(e) shall be determined at the close of business on the 10th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires but will be given effect immediately after the open
of business on the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any
conversion within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date
of any tender or exchange offer, references in this Section 14.04(e) with respect to 10 Trading Days shall be deemed to be replaced
with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date
of such tender or exchange offer to, and including, the Conversion Date in determining the Conversion Rate. For the avoidance of
doubt, the references to “Ordinary Shares” in “OS0” and “OS1” above include
without limitation both Class A Ordinary Shares and Class B Ordinary Shares.


 


(f) Except as stated herein, the Company
shall not adjust the Conversion Rate for the issuance of Ordinary Shares or ADSs, any securities convertible into or exchangeable
for Ordinary Shares or ADSs, or the right to purchase Ordinary Shares or ADSs or such convertible or exchangeable securities. Notwithstanding
the foregoing, if any Conversion Rate adjustment becomes effective as described in this Section 14.04, and a Holder that has converted
any Notes with a Conversion Date occurring on or after the date such Conversion Rate adjustment becomes effective will participate,
at the same time and upon the same terms as Holders of ADSs and solely as a result of holding the ADSs issuable upon conversion
of such Notes, in the transaction or event giving rise to such Conversion Rate adjustment, then such Conversion Rate adjustment
will not be made with respect to such Notes.


 






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


 


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


 


(i) upon the issuance of any
Ordinary Shares or ADSs 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 Ordinary Shares or ADSs under any plan;


 


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


 


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


 


(iv) a change solely in the
par value of the Ordinary Shares; or


 


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


 


(i) All calculations and other determinations
under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000) of an ADS. The
Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least
1% in the Conversion Rate. However, the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate
and make such carried-forward adjustments, regardless of whether the aggregate adjustment is less than 1%, on (x) December 31 of
each calendar year and (y) the Conversion Date for any conversion of Notes.


 






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(j) Whenever the Conversion Rate is
adjusted as herein provided, the Company shall promptly notify the Trustee, the Conversion Agent and the Paying Agent of such adjustment
to the Conversion Rate and file with the Trustee, the Conversion Agent and the Paying Agent an Officers’ Certificate setting
forth the Conversion Rate after such adjustment and a brief statement of the facts requiring such adjustment, and the Trustee,
the Conversion Agent and the Paying Agent may conclusively rely on the accuracy of such adjustment to the Conversion Rate provided
by the Company in such Officers’ Certificate. Unless and until a Responsible Officer of the Trustee shall have received such
Officers’ Certificate, neither the Trustee, the Conversion Agent nor the Paying Agent shall be deemed to have knowledge of
any such adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has been notified
by the Company is still in effect. Promptly after providing such notice and delivery of such Officers’ Certificate to the
Trustee, the Conversion Agent and the Paying Agent, the Company shall prepare a notice of such adjustment of the Conversion Rate
setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail within 5 Business
Days of the date on which such adjustment of the Conversion Rate is made to each Holder at its last address appearing on the Note
Register of this Indenture. Failure by the Company to deliver such notice shall not affect the legality or validity of any such
Conversion Rate adjustment.


 


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


 


(l) Notwithstanding the foregoing, if
(1) an adjustment to the Conversion Rate in respect of any dividend or distribution described in this Section 14.04 does not become
effective prior to the Conversion Date for any Notes such that the relevant converting Holder receives, upon conversion, a number
ADSs that does not reflect such adjustment to the Conversion Rate, and (2) the Record Date in respect of the ADSs due upon conversion
for such dividend or distribution has occurred prior to the relevant Conversion Date, then, notwithstanding anything to contrary
herein, the Company shall pay or deliver to the relevant converting Holder, at the same time and upon the same terms as holders
of the ADSs, the dividend or distribution that such converting Holder would have received had it held, on such Record Date, a number
of ADSs equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes converted by such Holder.


 


Section
14.05          Adjustments
of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices (including
the ADS Prices for purposes of a Make-Whole Fundamental Change) over a span of multiple days, the Board of Directors shall make
appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring
an adjustment to the Conversion Rate where the Record Date of the event occurs, at any time during the period when such Last Reported
Sale Prices or ADS Prices are to be calculated.


 


Section
14.06          Ordinary
Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued Ordinary
Shares or Ordinary Shares held in treasury, a sufficient number of Ordinary Shares that corresponds to the number of ADSs due
upon conversion of the Notes from time to time as such Notes are presented for conversion (assuming that at the time of computation
of such number of Ordinary Shares, all such Notes would be converted by a single Holder).


 






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Section
14.07          Effect
of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.


 


(a) In the event of:


 


(i) any recapitalization,
reclassification or change of the Ordinary Shares (other than changes resulting from a subdivision or combination);


 


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


 


(iii) any sale, lease or other
transfer to another Person of all or substantially all of the property and assets of the Company; or


 


(iv) any statutory share exchange,


 


in each case, as a result of which the ADSs
would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination
thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the
right to convert each US$1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes
into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof)
that a holder of a number of ADSs equal to the Conversion Rate immediately prior to such Merger Event would have owned or been
entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning
the kind and amount of Reference Property that a holder of one ADS is entitled to receive in such Merger Event) upon such Merger
Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case
may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) providing for such change in the
right to convert each US$1,000 principal amount of Notes; provided, however, that at and after the effective time of the Merger
Event the number of ADSs otherwise deliverable upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable
in the amount and type of Reference Property that a holder of that number of ADSs would have received in such Merger Event.


 


If the Merger Event causes the ADSs to be
converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon
any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to
be the weighted average of the types and amounts of consideration received by the holders of the ADSs that affirmatively make such
an election, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration
referred to in clause (i) attributable to one ADS. The Company shall notify Holders, the Trustee and the Conversion Agent (if other
than the Trustee) of such weighted average as soon as practicable after such determination is made.


 


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


 






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


 


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


 


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


 


Section
14.08          Certain
Covenants. (a) The Company covenants that all ADSs issued upon conversion of Notes and all Class A Ordinary Shares represented
by such ADSs will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the
issue thereof.


 


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


 


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


 


Section
14.09          Responsibility
of Trustee. The Trustee, the Conversion Agent, the Paying Agent and any other Conversion Agent other than Citibank, N.A.,
London Branch shall not at any time be under any duty or responsibility to any Holder to perform calculations or to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)
of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect
to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. None of the Trustee,
the Paying Agent nor the Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of
any ADSs, or of any securities or other property, that may at any time be issued or delivered upon the conversion of any Note;
and the Trustee, the Paying Agent and the Conversion Agent make no representations with respect thereto in this Indenture. None
of the Trustee, the Paying Agent nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer
or deliver any ADSs, or the Class A Ordinary Shares represented thereby, or share certificates or other securities or property
or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Indenture. Without limiting the generality of the foregoing, none of the Trustee, the
Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained
in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of ADSs or securities
or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section
14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which
the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) and Opinion
of Counsel with respect thereto. None of the Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how
or when any adjustment described in Section 14.04 should be made. None of the Trustee, the Paying Agent nor any Conversion Agent
shall be responsible for the failure of the Company to comply with this Indenture.


 






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Section
14.10          Notice
to Holders Prior to Certain Actions. In case of any: (a) action by the Company or one of its Subsidiaries that would require
an adjustment in the Conversion Rate pursuant to Section 14.04 or Section 14.11;


 


(b) Merger Event; or


 


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


 


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


 


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


 






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Section
14.12          Termination
of Depositary Receipt Program. If the Class A Ordinary Shares cease to be represented by American Depositary Shares issued
under a depositary receipt program sponsored by the Company, all references in this Indenture to the ADSs shall be deemed to have
been replaced by a reference to the number of Class A Ordinary Shares (and other property, if any) represented by the ADSs on
the last day on which the ADSs represented the Class A Ordinary Shares and as if the Class A Ordinary Shares and the other property
had been distributed to holders of the ADSs on that day.


 


ARTICLE
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section
15.01          Repurchase
at Option of Holders. (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase
for cash on September 15, 2016 (the “Repurchase Date”) all of such Holder’s Notes, or any portion thereof
that is an integral multiple of US$1,000 principal amount, at a repurchase price (the “Repurchase Price”) that
is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the
Repurchase Date; provided that the Company shall pay the full amount of such accrued and unpaid interest not to the Holders submitting
the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular
Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days immediately preceding the Repurchase Date,
the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent
and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable
law). The Company Notice shall include a form of Repurchase Notice to be completed by a holder and shall state:


 


(i) the last date on which
a Holder may exercise its repurchase right pursuant to this Section 15.01 (the “Repurchase Expiration Time”);


 


(ii) the Repurchase Price;


 


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


 


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


 


(v) that the Holder shall
have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and


 


(vi) the procedures a Holder
must follow to exercise its repurchase rights under this Section 15.01 and a brief description of those rights.


 






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At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the
text of such Company Notice shall be prepared by the Company.


 


Simultaneously with providing the Company
Notice, the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general
circulation in The City of New York or publish such information on the Company’s website or through such other public medium
as the Company may use at that time.


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this Section 15.01.


 


To effect a repurchase of Notes under this
Section 15.01, the Holder thereof must:


 


(A) deliver to the Paying Agent
a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment 3 to the Form of Note
attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering
interests in Global Notes, if the Notes are Global Notes, in each case during the period beginning at any time from the open of
business on the date that is 20 Business Days prior to the relevant Repurchase Date until the close of business on the third Business
Day immediately preceding the Repurchase Date; and


 


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


 


Each Repurchase Notice shall state:


 


(1) in the case of Physical
Notes, the certificate numbers of the Notes to be delivered for repurchase or, if Global Notes, the Repurchase Notice must comply
with appropriate Depositary procedures;


 


(2) the portion of the principal
amount of the Notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and


 


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


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 15.01 shall have the right to withdraw,
in whole or in part, such Repurchase Notice at any time prior to the close of business on the third Business Day immediately preceding
the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03.


 






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


 


No Repurchase Notice with respect to any
Notes may be surrendered by a Holder thereof if such Holder has also surrendered a Fundamental Change Repurchase Notice and not
validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03.


 


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


 


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


 


(b) To effect a repurchase of Notes
under this Section 15.02, the Holder thereof must:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c) On or before the 20th calendar day
after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee, the Conversion
Agent and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company
Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising
as a result thereof. Such notice shall be by first class mail or, in the case of Global Notes, in accordance with the applicable
procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information
set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such
information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental
Change Company Notice shall specify, among other things:


 


(i) the events causing the
Fundamental Change;


 


(ii) the effective date of
the Fundamental Change;


 


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


 






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(iv) the Fundamental Change
Repurchase Price;


 


(v) the Fundamental Change
Repurchase Date;


 


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


 


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


 


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


 


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


 


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


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the
text of such Company Notice shall be prepared by the Company.


 


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


 


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


 


(i) the principal amount of
the Notes with respect to which such notice of withdrawal is being submitted,


 


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


 


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


 


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


 






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Section
15.04          Deposit
of Repurchase Price or Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee by wire transfer
in immediately available funds (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 10:00 a.m., New York City time, on the
Business Day immediately preceding the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, an amount of
money sufficient to repurchase all of the Notes to be repurchased at the appropriate Repurchase Price or Fundamental Change Repurchase
Price. Any deposit by the Company with the Paying Agent shall be made by wire transfer in immediately available funds. Subject
to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered
for repurchase (and not withdrawn in accordance with Article 15) will be made on the later of (i) the Repurchase Date or Fundamental
Change Repurchase Date, as the case may be, with respect to such Note (provided the Holder has satisfied the conditions in Section
15.01 or Section 15.02, as the case may be) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee
(or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.01 or Section 15.02,
as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in
the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand
by the Company, return to the Company any funds in excess of the Repurchase Price or Fundamental Change Repurchase Price, as the
case may be.


 


(b) If by 10:00 a.m. New York City time,
on the Business Day immediately preceding the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, the Trustee
(or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that
are to be repurchased on such Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then on such Repurchase
Date or Fundamental Change Repurchase Date, as the case may be, (i) such Notes will cease to be outstanding and interest will cease
to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the
Trustee or Paying Agent) and (ii) all other rights of the Holders of such Notes will terminate (other than the right to receive
the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, upon delivery or book-entry transfer of such Notes).


 


(c) Upon surrender of a Note that is
to be repurchased in part pursuant to Section 15.01 or Section 15.02, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the
Note surrendered.


 






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Section
15.05         
Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase of Notes
on the Repurchase Date or in connection with any repurchase offer pursuant to a Fundamental Change Repurchase Notice, the Company
will, if required:


 


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


 


(b) file a Schedule TO or any successor
or similar schedule; and


 


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


 


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


 


ARTICLE
16

REDEMPTION


 


Section
16.01               
Optional Redemption


 


(a)At any time on or after September
20, 2016, the Company may, at its option, redeem the outstanding Notes, except for the Notes that the Company shall repurchase
under Section 15.02, for cash at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest to, but excluding, the Redemption Date, in whole or in part, if the Last Reported Sale Prices of the ADSs for
20 or more Trading Days in a period of 30 consecutive Trading Days ending within 10 Trading Days immediately prior to the date
of the Redemption Notice, exceeds 130% of the applicable Conversion Price in effect on each such Trading Day.


 


If less than all of the outstanding Notes
are to be redeemed, then (i) in the case of one or more Physical Notes, the Trustee will select such Notes to be redeemed in principal
amounts of US$1,000 or multiples of US$1,000 by lot, on a pro rata basis or by another method the Trustee considers reasonable,
fair and appropriate, and (ii) in the case of one or more Global Notes, such Notes or any portion thereof that are to be redeemed
shall be selected by the Depositary in accordance with its applicable policies and procedures. If a portion of the Notes is selected
for redemption and the Holder converts a portion of the Notes in accordance with this Indenture, the converted portion will be
deemed to be of the portion selected for redemption.


 


If Notes are redeemed on a date that is
after a Regular Record Date for the payment of interest and prior to the corresponding Interest Payment Date, the Company shall
not pay accrued interest to the Holder of Notes being redeemed, and shall instead pay the full amount of the relevant interest
payment on such Interest Payment Date to the Holder of record on such Regular Record Date.


 


In the event of any redemption in part,
the Company shall not be required to (i) issue, register the transfer of or exchange any Notes during a period beginning at the
open of business 15 days before any selection for redemption of notes and ending at the close of business on the earliest date
on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be redeemed or (ii) register
the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes
being redeemed in part.


 






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No Notes may be redeemed if the principal
amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except
in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Redemption Price with respect
to such Notes).


 


(b)If the Company intends to redeem
Notes pursuant to the provisions of Section 16.01 hereof, it shall notify the Trustee in writing no less than 35 Scheduled Trading
Days nor more than 60 calendar days prior to the Redemption Date (the “Redemption Notice”). The Redemption Notice
will be delivered to the Holders at their addresses shown in the Note Register of the Note Registrar and to beneficial owners as
required by applicable law.


 


All Redemption Notices of redemption shall
state:


 


(A)that the Holder has a right to convert
the Notes called for redemption upon satisfaction of the requirements therefor set forth in this Indenture;


 


(B)the principal amount of the Notes
to be redeemed, including the CUSIP and ISIN numbers of the Notes;


 


(C)the Redemption Date;


 


(D)the Redemption Price and interest
accrued and unpaid to, but excluding, the Redemption Date, if any;


 


(E)that on the Redemption Date the Redemption
Price and interest to, but excluding, the Redemption Date, will become due and payable upon each such Note to be redeemed;


 


(F)the Conversion Rate in effect, the
date on which the right to convert the Notes to be redeemed will terminate, which will be the close of business on the second Scheduled
Trading Day immediately preceding the Redemption Date, and the places where such Notes may be surrendered for conversion;


 


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


 


(H)the procedure that Holders must follow.


 


The notice given shall specify the last
date on which exchanges or transfers of Notes may be made pursuant to Section 2.05, and shall specify the serial numbers of Notes
and the portions thereof called for redemption.


 


Section
16.02          Redemption
for Taxation Reasons


 


If as a result of any change in or amendment
to the statutes (or any rules or regulations thereunder) of a Relevant Taxing Jurisdiction, or any amendment to or change in an
official interpretation, administration or application of such statutes, rules or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official interpretation, is
announced on or after September 5, 2013 or, if the Relevant Taxing Jurisdiction has changed after September 5, 2013, the date on
which such change occurred, the Company or its successor is, or will become, obligated to pay Additional Amounts as described under
Section 4.07, the Company or its successor may, at its option, redeem all, but not less than all, of the Notes, for cash at a Redemption
Price equal to 100% of their principal amount, together with accrued and unpaid interest to, but excluding, the Redemption Date
and Additional Amounts, if any, upon giving irrevocable notice not less than 20 calendar days nor more than 60 calendar days prior
to the Redemption Date. However, if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding
Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest due on such payment date to the record
Holder on the Regular Record Date corresponding to such Interest Payment Date, and the Redemption Price payable to the Holder who
presents the Note for redemption will be 100% of the principal amount of such Note and Additional Amounts, if any. No notice of
such tax redemption may be given earlier than 60 calendar days prior to the earliest date on which the Company or any such successor
would, but for such tax redemption, be obligated to pay the Additional Amounts. Notwithstanding the foregoing, the Company or any
such successor shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation
to pay Additional Amounts.


 






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In the event that the Company or any successor
elects to so redeem the notes, it shall deliver to the Trustee: (1) a certificate, signed in the Company’s name or its successor’s
name by any two of its executive officers stating that it is entitled to redeem the Notes pursuant to their terms and setting forth
a statement of facts showing that the condition or conditions precedent to its right or the right of any successor to so redeem
have occurred or been satisfied including, that it cannot avoid payment of such Additional Amounts by taking reasonable measures
available to it and that all governmental requirements necessary for the Company or any successor to effect the redemption have
been complied with; and (2) an Opinion of Counsel, who is acceptable to the Trustee, to the effect that the Company or its successor
has or will become obligated to pay Additional Amounts as a result of the change or amendment.


 


Notwithstanding the foregoing, if the Company
or its successor has given notice of a tax redemption as described above, each Holder of Notes shall have the right to elect that
such Holder’s Notes will not be subject to such tax redemption. If a Holder elects not to be subject to a tax redemption,
the Company or its successor will not be required to pay Additional Amounts with respect to payments made in respect of such Holder’s
Notes following the Redemption Date, and all subsequent payments in respect of such Holder’s Notes will be subject to any
tax required to be withheld or deducted under the laws of a Relevant Taxing Jurisdiction. The obligation to pay Additional Amounts
to any electing Holder for periods up to the Redemption Date will remain subject to the exceptions set forth under Section 4.07.
Holders must exercise their option to elect to avoid a tax redemption by written notice to the Trustee no later than the 15th calendar
day prior to the Redemption Date.


 


Section
16.03               
Effect of Redemption Notice


 


The Redemption Notice having been given
as provided in Section 16.01 and Section 16.02 hereof, the Notes to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall Default in the payment of the
Redemption Price and any interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance
with such notice, such Note shall be paid by the Company at the Redemption Price.


 


If any Note called for redemption shall
not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date.


 






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Section
16.04               
Deposit and Payment of Redemption Price


 


Not later than 10:00 a.m. New York time
on the Business Day prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent an amount of
money in immediately available funds sufficient to pay the Redemption Price and interest in respect of all the Notes to be redeemed
on that Redemption Date from the last Interest Payment Date to but not including the Redemption Date, other than any Notes called
for redemption on that date which have been converted prior to the date of such deposit, and accrued and unpaid interest on such
Notes. The Trustee and Paying Agent shall then cause such funds to be paid to the Holders of the Notes being redeemed in accordance
with this Article 16.


 


If any Note delivered for redemption shall
not be so redeemed by payment to the Holders thereof on the Redemption Date, the principal amount of such Note shall, until it
is redeemed, bear interest on the Redemption Date to but not including the actual date of redemption at the applicable interest
rate, and each such Note shall remain convertible into ADSs pursuant to Article 14 until such Note shall have been so redeemed.


 


If any Note called for redemption is converted,
any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Note
shall be paid to the Company upon request by the Company or, if then held by the Company, shall be discharged from such trust.


 


ARTICLE
17


MISCELLANEOUS PROVISIONS


 


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


 


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


 


Section
17.03          Addresses
for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given
or served in writing, in the English language, signed and transmitted by facsimile or by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Qihoo
360 Technology Co. Ltd., Building No. 2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People’s Republic of China,
Attention: Alex Zuoli Xu, Fax No. +86-10-5682-2000. Any notice, direction, request or demand hereunder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if given or served by facsimile or by being deposited
postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office.


 






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


 


Any notice or communication mailed to a
Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register or transmitted
in accordance with the Depositary’s applicable procedures, and shall be sufficiently given to it if so mailed or otherwise
transmitted within the time prescribed In the case of a Global Note, a notice shall be sufficiently given if transmitted by the
Trustee to the Depositary for dispatch to Holders.


 


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


 


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


 


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


 


Section
17.05          Submission
to Jurisdiction; Service of Process. Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the federal
and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this
Indenture or the Notes or any transaction contemplated hereby or thereby. Each of the parties hereto irrevocably and unconditionally
waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Indenture or the Notes
or any transaction contemplated hereby or thereby in federal and state courts in the Borough of Manhattan in the City of New York
and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding
in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company as its
authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding,
and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the
same to Qihoo 360 Technology Co. Ltd., Building No. 2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People’s Republic
of China, Attention: Alex Zuoli Xu, shall be deemed in every respect effective service of process upon the Company in any such
suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for a period of seven years from the date of this Indenture. If for any reason
such agent shall cease to be such agent for service of process, the Company shall forthwith appoint a new agent of recognized
standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance
of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any agent or any Holder to serve process
in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court
of competent jurisdiction.


 






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Section
17.06          Evidence
of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by
the Company to the Trustee to take any action under any of the provisions of this Indenture, including Section 2.04, the Company
shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and/or an Opinion of Counsel, as the
case may be, stating that such action is permitted by the terms of this Indenture.


 


Each Officers’ Certificate and Opinion
of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officers’ Certificates provided for in Section 4.09) shall include (a) a statement that
the Person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement
that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether
or not, in the judgment of such Person, such action is permitted by this Indenture.


 


Notwithstanding anything to the contrary
in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to,
or entitled to request, such Opinion of Counsel.


 


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


 


Section 17.08         
No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed
to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction.


 


Section 17.09         
Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person,
other than the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their
successors hereunder or the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 17.10         
Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.


 


Section
17.11          Authenticating
Agent.


 


The Trustee may appoint an authenticating
agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in
connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section
2.05, Section 2.06, Section 2.07, Section 2.08, Section 10.04 and Section 15.04 as fully to all intents and purposes as though
the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes.
For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be
authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf
of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s
certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder
pursuant to Section 7.08.


 






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


 


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


 


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


 


The provisions of Section 7.02, Section
7.03, Section 7.04, Section 8.03 and this Section 17.11 shall be applicable to any authenticating agent.


 


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


 


__________________________,


 


as Authenticating Agent, certifies that
this is one of the Notes described in the within-named Indenture.


 


By: ____________________


 


Authorized Officer


 


Section
17.12          Execution
in Counterparts.


 


This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.


 






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


 


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


 


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


 


Section
17.16          Calculations.
Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes.
These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the ADSs, accrued interest
payable on the Notes, the number of Additional ADSs to be added to the Conversion Rate upon a Make-Whole Fundamental Change, if
any, and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error,
the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations
to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and the Conversion
Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification.
The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost
and expense of the Company.


 


Section
17.17          Information
Sharing. The Trustee will treat information relating to Company as confidential, but (unless consent is prohibited by law)
the Company consents to the transfer and disclosure by the Trustee of any information relating to the Company to and between branches,
subsidiaries, representative offices, affiliates and agents of the Trustee and third parties selected by it, wherever situated,
for confidential use (including in connection with the provision of any service and for data processing, statistical and risk
analysis purposes) solely in connection with its appointment as a Trustee and the exercise of its rights, powers and discretions
and the performance of its duties and compliance with its obligations under this Indenture and in connection with the Notes. The
Trustee and any branch, subsidiary, representative office, affiliate, agent or third party may transfer and disclose any such
information as required by any law, court regulator or legal process or regulator or examining authority (whether governmental
or otherwise) including any auditor of a party (and may use and its performance will be subject to the rules of) any communications,
clearing or payment intermediary bank or other system.


 






    	87



    	 



    

 


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


 


QIHOO 360 TECHNOLOGY CO. LTD.


 


By:/s/ Xiangdong Qi


Name: Xiangdong Qi


Title: Director


 


 


CITICORP INTERNATIONAL LIMITED,


as Trustee


 


By:/s/ Edward Chiu


Name: Edward Chiu


Title: Vice President


 






    	 



    	 



    

 


EXHIBIT A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED
SECURITY]


 


[THIS SECURITY, THE AMERICAN DEPOSITARY
SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY AND THE CLASS A ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS A NON-U.S. PERSON LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT), AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
AND



 


		(2)	AGREES FOR THE BENEFIT OF QIHOO 360 TECHNOLOGY CO. LTD. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY, THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY, OR THE CLASS A ORDINARY
SHARES REPRESENTED THEREBY, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER
THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 






    	A-1



    	 



    

 


		(B)	THROUGH OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT;



 


		(C)	PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR SUCH AMERICAN DEPOSITARY
SHARES AND CLASS A ORDINARY SHARES;



 


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



 


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



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY, THE DEPOSITARY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


 


NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


EACH HOLDER AND BENEFICIAL OWNER, BY ITS
ACCEPTANCE OF THIS SECURITY EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.]


 


NO AFFILIATE (WITHIN THE MEANING OF RULE
144 UNDER THE SECURITIES ACT (‘‘RULE 144’’)) OF QIHOO 360 TECHNOLOGY CO. LTD. OR ANY PERSON THAT IS NOT
AN AFFILIATE OF QIHOO 360 TECHNOLOGY CO. LTD., BUT WAS AN AFFILIATE (WITHIN THE MEANING OF RULE 144) OF QIHOO 360 TECHNOLOGY CO.
LTD. DURING THE THREE IMMEDIATELY PRECEDING MONTHS, OTHER THAN QIHOO 360 TECHNOLOGY CO. LTD., OR ANY SUBSIDIARY OF QIHOO 360 TECHNOLOGY
CO. LTD., MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THE NOTES EVIDENCED HEREBY, THE AMERICAN DEPOSITARY SHARES ISSUED UPON CONVERSION
THEREOF OR THE CLASS A ORDINARY SHARES OF QIHOO 360 TECHNOLOGY CO. LTD. REPRESENTED BY SUCH AMERICAN DEPOSITARY SHARES ISSUED UPON
CONVERSION OF THESE NOTES OR A BENEFICIAL INTEREST THEREIN.








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QIHOO 360 TECHNOLOGY
CO. LTD.


 


2.50% Convertible Senior
Note due 2018


 


	No. ______________	Initially US$______________
	CUSIP No.	 
	ISIN No.	 


 


Qihoo 360 Technology Co. Ltd., an exempted
limited liability company duly organized and validly existing under the laws of the Cayman Islands (the “Company,”
which term includes any successor company or corporation or other entity under the Indenture referred to on the reverse hereof),
for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule
of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding
Notes, shall not, unless permitted by the Indenture, exceed US$600,000,000 in aggregate at any time, in accordance with the rules
and procedures of the Depositary, on September 15, 2018, and interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 2.50% per year from September 5, 2013, or from the most recent date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date until September 15, 2018. Interest is payable semi-annually in arrears on each
March 15 and September 15, commencing on March 15, 2014, to Holders of record at the close of business on the preceding March 1
and September 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in
Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect
of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be
payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03 and any express mention of the payment of Additional
Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such
express mention is not made.


 


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


 


The Company shall pay the principal of and
interest on this Note, so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee,
as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company
shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company
for that purpose. The Company has initially designated Citibank, N.A., London Branch as its Paying Agent and Citigroup Global Markets
Deutschland AG as Note Registrar in respect of the Notes. Notes may be presented for payment, conversion or for registration of
transfer or exchange at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York.


 


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


 






    	A-3



    	 



    

 


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


 


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


 


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


 


[Remainder of page intentionally
left blank]


 






    	A-4



    	 



    

 


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


 


QIHOO 360 TECHNOLOGY CO. LTD.


 


By:______________________________


Name:


Title:


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


CITICORP INTERNATIONAL LIMITED


as Trustee, certifies that this is one of the Notes described


in the within-named Indenture.


 


By:_______________________________


Authorized Officer


 






    	A-5



    	 



    

 


[FORM OF REVERSE OF
NOTE]


 


QIHOO 360 TECHNOLOGY
CO. LTD.


 


2.50% Convertible Senior
Note due 2018


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2018 (the “Notes”), limited to
the aggregate principal amount of US$600,000,000 all issued under and pursuant to an Indenture dated as of September 5, 2013 (the
“Indenture”), between the Company and Citicorp International Limited (the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.


 


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


 


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


 


Subject to the terms, exceptions and conditions
of the Indenture, in the event any withholding or deduction of taxes, duties, assessments or governmental charges is imposed or
levied by a Relevant Taxing Jurisdiction in connection with any payments and deliveries made by the Company or any successor to
the Company under or with respect to the Indenture and the Notes, including, but not limited to, payments of principal, payments
of interest and deliveries of ADSs (together with cash payments in lieu of any fractional ADSs) upon conversion, Additional Amounts
will be paid to ensure that the net amount received by the beneficial owner after any applicable withholding or deduction (and
after deducting any taxes on the Additional Amounts) will equal the amount that would have been received by such beneficial owner
had no such withholding or deduction been required. References to principal, interest or deliveries of ADSs (together with cash
payments in lieu of any fractional ADSs) in respect of the Notes shall be deemed also to refer to any Additional Amounts which
may be payable.


 


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


 






    	A-6



    	 



    

 


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


 


The Notes are issuable in registered form
without coupons in minimum denominations of US$200,000 principal amount and integral multiples of US$1,000 thereof. At the office
or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any
service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or
similar issue or transfer taxes, if any, that may be imposed in connection therewith as a result of the name of the Holder of the
new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such
exchange.


 


Subject to the terms and conditions of the
Indenture, on or after September 20, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, at a
Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to,
but excluding, the Redemption Date, if the Last Reported Sale Prices of the ADSs for 20 or more Trading Days in a period of 30
consecutive Trading Days ending within 10 Trading Days immediately prior to the date of the Redemption Notice, exceeds 130% of
the applicable Conversion Price in effect on each such Trading Day, subject to the rights of Holders on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment Date.


 


The Notes may also be redeemed, in whole
but not in part, at the Company’s option, at a redemption price equal to 100% of the aggregate principal amount of the Notes
to be redeemed, plus accrued interest to, but excluding, the Redemption Date, if, as a result of any change in, or amendment to,
the statutes (or any rules or regulations thereunder) of a Relevant Taxing Jurisdiction or any amendment to or change in an official
interpretation, administration or application of such statutes, rules or regulations (including a holding by a court of competent
jurisdiction), which change or amendment becomes effective or, if in the case of a change in official interpretation, is announced
on or after September 5, 2013 or, if the Relevant Taxing Jurisdiction has changed after September 5, 2013, the date on which such
change occurred, the Company is, or its successor, is, or would be, obligated on the next succeeding due date to pay Additional
Amounts and such obligation cannot be avoided by the use of reasonable measures available to the Company or its successor in accordance
with the Indenture.


 


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


 


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


 






    	A-7



    	 



    

 


Subject to the provisions of the Indenture,
the Holder hereof has the right, at its option, prior to the close of business on the third Business Day immediately preceding
the Maturity Date, to convert any Notes or portion thereof that is US$1,000 or an integral multiple thereof, into ADSs at the Conversion
Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


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


 






    	A-8



    	 



    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors
Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 






    	A-9



    	 



    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES
OF NOTES*


 


QIHOO 360 TECHNOLOGY
CO. LTD.


 


2.50% Convertible Senior
Notes due 2018


 


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


 





	Date of exchange	 	Amount of decrease in principal amount of this Global Note	 	Amount of increase in principal amount of this Global Note	 	Principal amount of this Global Note following such decrease or increase	 	Signature of authorized signatory of Trustee or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 








 



    	A-10



    	 



    




 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.




 


THE BANK OF NEW YORK MELLON, as depositary
for the ADSs


 


CITIBANK, N.A., LONDON BRANCH, as Conversion
Agent


 


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


 


The undersigned hereby certifies that it
(or if it is acting for the account of one or more persons, that each such person) is not, and has not been, during the three months
immediately preceding the date hereof, an affiliate of the Company (within the meaning of Rule 144 under the Securities Act of
1933, as amended).


 


[The undersigned further certifies:


 


1.The undersigned acknowledges (and
if the undersigned is acting for the account of another person, that person has confirmed that it acknowledges) that the Restricted
Securities received upon conversion of this Note represented thereby have not been and are not expected to be registered under
the Securities Act of 1933, as amended (the “Act”).


 


2.The undersigned certifies that the
undersigned is a qualified institutional buyer (as defined in Rule 144A under the Act) acting for its own account or for the account
of one or more qualified institutional buyers and the undersigned is (or such account or accounts are) the sole beneficial owner(s)
of the Restricted Securities to be received upon conversion of the Notes.


 


3.The undersigned certifies that the
undersigned is not (and if the undersigned is acting for the account of another person, that person has confirmed that it is not)
an affiliate (within the meaning of Rule 144 under the Act) of the Company and the undersigned acknowledges that the undersigned
(and any such other account) may not continue to hold or retain any interest in Restricted Securities received upon conversion
of this Note if the undersigned (or such other account) becomes an affiliate of the Company.


 






    	A-11



    	 



    

 


4. The undersigned agrees (and if the
undersigned is acting for the account of another person, that person has confirmed that it agrees) that, unless and until the undersigned
(or such other account) is notified by the Depositary that the restrictive legend on such Restricted Security has been removed
from such security, the undersigned (and such other account) will not offer, sell, pledge or otherwise transfer the Restricted
Security (or securities represented by such Restricted Security) except in accordance with the restrictions set forth in that legend
and any applicable securities laws of any state of the United States.][1]


 


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




 


 


 















* To be included for
Global Notes only.


		[1]	Include bracketed language in Conversion Notice if the Note being converted is a Restricted Security.





 






    	A-12



    	 



    

 


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


 


________________________________


(Name)


 


________________________________


(Street Address)


 


________________________________


(City, State and Zip Code)


Please print name and address


 


Principal amount to be converted (if less than all):
US$______,000


 


Principal amount not being converted (if less than all
of the principal amount is being converted): US$______,000


 


NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.


 


________________________________


Social Security or Other Taxpayer


Identification Number


 






    	A-13



    	 



    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.




 


CITIBANK, N.A., LONDON BRANCH, as Paying
Agent


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from Qihoo 360 Technology Co. Ltd. (the “Company”) as to the occurrence
of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1)
the entire principal amount of this Note, or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof)
below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date
and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such
Fundamental Change Repurchase Date.


 


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


 


Certificate Number(s): ___________________


 


Dated: ________________________________


 


 


________________________________


Signature(s)


 


________________________________


Social Security or Other Taxpayer Identification
Number


 


Principal amount to be repaid (if less than all):
US$______,000


 


NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.


 






    	A-14



    	 



    

 


ATTACHMENT 3


 


[FORM OF REPURCHASE
NOTICE]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.




 


CITIBANK, N.A., LONDON BRANCH, as Paying
Agent


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from Qihoo 360 Technology Co. Ltd. (the “Company”) regarding the
right of Holders to elect to require the Company to repurchase the entire principal amount of this Note, or the portion thereof
(that is US$1,000 principal amount or an integral multiple thereof) below designated, in accordance with Section 15.01 of the Indenture
referred to in this Note, at the Repurchase Price to the registered Holder hereof.


 


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


 


Certificate Number(s): ___________________


 


Dated: ________________________________


 


 


________________________________


Signature(s)


 


________________________________


Social Security or Other Taxpayer Identification
Number


 


Principal amount to be repaid (if less than all):
US$______,000


 


NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.


 






    	A-15



    	 



    

 


ATTACHMENT 4


 


[FORM OF ASSIGNMENT]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.



 


CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG,
as Note Registrar


 


 


Re: 2.50% Convertible Senior
Notes due 2018


 


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


 






    	A-16



    	 



    

 


Dated: __________________________


 


________________________________


 


________________________________


Signature(s)


 


________________________________


Signature Guarantee


 


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


 


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


 






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EXHIBIT B


 


[FORM
OF CERTIFICATE OF TRANSFER]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.






 


CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG,
as Note Registrar


 


 


Re: 2.50% Convertible Senior
Notes due 2018


 


Reference is hereby made to the Indenture,
dated as of September 5, 2013 (the “Indenture”), between Qihoo 360 Technology Co. Ltd., as issuer (the “Company”),
and Citicorp International Limited, as trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


 


___________________, (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of US$___________
in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1. [_] Check if Transferee will take
delivery of a beneficial interest in the Rule 144A Global Note or a Restricted Physical Note pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest in the Rule 144A Global
Note or Physical Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest
in the Rule 144A Global Note or Physical Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest in the Rule 144A Global Note or Physical Note will be subject to the restrictions
on transfer enumerated in the Securities Act Legend printed on the Rule 144A Global Note and/or the Restricted Physical Note and
in the Indenture and the Securities Act.


 


2. [_] Check if Transferee will take
delivery of a beneficial interest in the Regulation S Global Note or a Restricted Physical Note pursuant to Regulation S under
the Securities Act. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United
States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii)
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest in the Regulation S Global Note or Physical Note
will be subject to the restrictions on Transfer enumerated in the Securities Act Legend printed on the Regulation S Global Note
and/or the Restricted Physical Note and in the Indenture and the Securities Act.


 






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3. [_] Check and complete if Transferee
will take delivery of a beneficial interest in the Global Note or a Restricted Physical Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable
to beneficial interests in Restricted Global Notes and Restricted Physical Notes and pursuant to and in accordance with the Securities
Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


(a)[_]
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)[_]
such Transfer is being effected to the Company or a subsidiary thereof;


 


or


 


(c)[_]
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.


 


4. [_] Check and complete if Transferee
will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Physical Note.


 


(a) [_] Check if Transfer is pursuant
to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Securities Act Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Physical Note will no longer be subject to the restrictions on transfer
enumerated in the Securities Act Legend printed on the Restricted Global Notes or on the Restricted Physical Notes and in the Indenture.


 


(b) [_] Check if Transfer is Pursuant
to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of
any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Securities Act Legend are
not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Physical Note will no longer be subject to the restrictions
on transfer enumerated in the Securities Act Legend printed on the Restricted Global Notes, or on the Restricted Physical Notes
and in the Indenture.


 






    	B-2



    	 



    

 


(c) [_] Check if Transfer is Pursuant
to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Securities Act Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Physical Note will no longer be subject to the restrictions on transfer enumerated in the Securities Act Legend printed on the
Restricted Global Notes or Restricted Physical Notes and in the Indenture.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


____________________________________


[Insert Name of Transferor]







By: _________________________________


Name:


Title:


 


Dated: _______________________


 






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ANNEX A TO CERTIFICATE OF
TRANSFER


 


1.The Transferor owns and proposes to
transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)   
[_] a beneficial interest in the:


 


(i)[_] Rule 144A Global Note (CUSIP
_________; ISIN _________), or


 


(ii)[_] Regulation S Global Note (CUSIP
_________; ISIN _________), or


 


(b)  
[_] a Restricted Physical Note.


 


2.After the Transfer the Transferee
will hold:


 


[CHECK ONE]


 


(a) [_] a beneficial interest in the:


 


(i)[_] Rule 144A Global Note (CUSIP
_________; ISIN _________), or


 


(ii)[_] Regulation S Global Note (CUSIP
_________; ISIN _________), or


 


(iii)[_] Unrestricted Global Note
(CUSIP _________; ISIN _________); or


 


(b) [_] a Restricted Physical Note; or


 


(c) [_] an Unrestricted Physical Note,


 


in accordance with the terms of the Indenture.


 






    	B-4



    	 



    

 


EXHIBIT C


 


[FORM
OF CERTIFICATE OF EXCHANGE]


 


	To:	QIHOO 360 TECHNOLOGY CO. LTD.




 


CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG,
as Note Registrar


 


 


Re: 2.50% Convertible Senior
Notes due 2018


 


(CUSIP _________; ISIN _________)


 


Reference is hereby made to the Indenture,
dated as of September 5, 2013 (the “Indenture”), between Qihoo 360 Technology Co. Ltd., as issuer (the “Company”)
and Citicorp International Limited, as trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


 


__________________________, (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.Exchange of Restricted Physical
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Physical Notes or Beneficial Interests in an Unrestricted
Global Note


 


(a) 
 ̈  Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted
Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended
(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Securities Act
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b) [_] Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Physical Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for an Unrestricted Physical Note, the Owner hereby certifies (i) the Physical Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Securities Act Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Physical Note is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


 






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(c) [_] Check if Exchange is from Restricted
Physical Note to Unrestricted Physical Note. In connection with the Owner’s Exchange of a Restricted Physical Note for
an Unrestricted Physical Note, the Owner hereby certifies (i) the Unrestricted Physical Note is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Physical Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Securities Act Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted
Physical Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


2.Exchange of Restricted Physical
Notes or Beneficial Interests in Restricted Global Notes for Restricted Physical Notes or Beneficial Interests in Restricted Global
Notes


 


[_] Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Physical Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a Restricted Physical Note with an equal principal amount, the Owner hereby certifies
that the Restricted Physical Note is being acquired for the Owner’s own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted Physical Note issued will continue to be subject
to the restrictions on transfer enumerated in the Securities Act Legend printed on the Restricted Physical Note and in the Indenture
and the Securities Act.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


 _________________________________


[Insert Name of Transferor]


 


 


By: _______________________________


Name:


Title:


 


Dated: ______________________


 






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