Exhibit 4.1


 


Execution Version 


 


EQT CORPORATION

as Issuer


 


AND


 


The Bank of New York Mellon

as Trustee


 


INDENTURE


 


Dated as of April 28, 2020


 


1.75% Convertible Senior Notes due 2026


 









     


     


    

 


TABLE OF CONTENTS


  


	 	Page
	 	 
	Article 1

                                                                                Definitions
	 
	 	 
	Section 1.01 .	Definitions	5
	Section 1.02 .	References to Interest	18
	 	 
	Article 2

                                                                                Issue, Description, Execution, Registration and Exchange of Notes
	 
	 	 
	Section 2.01
    .	 Designation and Amount	18
	Section 2.02 .	Form of Notes	18
	Section 2.03 .	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	19
	Section 2.04 .	Execution, Authentication and Delivery of Notes	20
	Section 2.05 .	 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	21
	Section 2.06 .	 Mutilated, Destroyed, Lost or Stolen Notes	27
	Section 2.07 .	Temporary Notes	28
	Section 2.08 .	Cancellation of Notes Paid, Converted, Etc.	28
	Section 2.09 .	CUSIP Numbers	29
	Section 2.10 .	Additional Notes; Purchases	29
	Section 2.11 .	Ranking	29
	 	 
	Article 3

                                                                                Satisfaction and Discharge
	 
	 	 
	Section 3.01 .	Satisfaction and Discharge	30
	 	 
	Article 4

                                                                                Particular Covenants of the Company
	 
	 	 
	Section 4.01 .	Payment of Principal, Settlement Amounts and Interest	30
	Section 4.02 .	Maintenance of Office or Agency	31
	Section 4.03 .	 Appointments to Fill Vacancies in Trustee’s Office	31
	Section 4.04 .	 Provisions as to Paying Agent	31
	Section 4.05 .	 [Reserved].	33
	Section 4.06 .	Rule 144A Information Requirement; Reporting; and Additional Interest	33
	Section 4.07 .	Stay, Extension and Usury Laws	35
	Section 4.08 .	Compliance Certificate; Statements as to Defaults	35
	Section 4.09 .	 Further Instruments and Acts	35
	Section 4.10 .	No Rights as Stockholders	35



 


 






    


     


    

 


 


	Article 5

                                                                                [Reserved]
	 
	 	 
	Article 6

                                                                                Defaults and Remedies
	 
	 	 
	Section 6.01
    . 	Events of Default	36
	Section 6.02
    . 	Acceleration	37
	Section 6.03
    .	 Additional Interest	38
	Section 6.04
    .	 Payments of Notes on Default; Suit Therefor	39
	Section 6.05
    .	 Application of Monies Collected by Trustee	41
	Section 6.06
    . 	Proceedings by Holders	41
	Section 6.07
    . 	Proceedings by Trustee	42
	Section 6.08
    . 	Remedies Cumulative and Continuing	42
	Section 6.09
    . 	Direction of Proceedings and Waiver of Defaults by Majority of Holders	42
	Section 6.10
    . 	Notice of Defaults	43
	Section 6.11
    . 	Undertaking to Pay Costs	43
	 	 
	Article 7

                                                                                Concerning the Trustee
	 
	 	 
	Section 7.01
    . 	Duties and Responsibilities of Trustee	44
	Section 7.02
    . 	Certain Rights of the Trustee	45
	Section 7.03
    .	 No Responsibility for Recitals, Etc.	47
	Section 7.04
    . 	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own
Notes	47
	Section 7.05
    . 	Monies and Shares of Common Stock to Be Held in Trust	47
	Section 7.06
    . 	Compensation and Expenses of Trustee	47
	Section 7.07
    .	 [Reserved]	48
	Section 7.08
    .	 Eligibility of Trustee	48
	Section 7.09
    .	 Resignation or Removal of Trustee	48
	Section 7.10
    . 	Acceptance by Successor Trustee	49
	Section 7.11
    . 	Succession by Merger, Etc.	50
	Section 7.12
    . 	Trustee’s Application for Instructions from the Company	50
	Section 7.13
    .	 Conflicting Interests of Trustee	51
	 	 
	Article 8

                                                                                Concerning the Holders
	 
	 	 
	Section 8.01
    .	 Action by Holders	51
	Section 8.02
    . 	Proof of Execution by Holders	51
	Section 8.03
    . 	Who Are Deemed Absolute Owners	51
	Section 8.04
    .	 Company-Owned Notes Disregarded.	52
	Section 8.05
    . 	Revocation of Consents; Future Holders Bound	52



 






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	Article 9

                                                                                 [Reserved]
	 
	 	 
	Article 10

                                                                                Supplemental Indentures
	 
	 	 
	Section 10.01
    .	 Supplemental Indentures Without Consent of Holders	53
	Section 10.02
    .	 Supplemental Indentures with Consent of Holders	54
	Section 10.03
    . 	Effect of Amendment, Supplement and Waiver	55
	Section 10.04
    . 	Notation on Notes	55
	Section 10.05
    . 	Evidence of Compliance of Amendment, Supplement or Waiver to Be Furnished to Trustee	56
	 	 
	Article 11

                                                                                Consolidation, Merger and Sale
	 
	 	 
	Section 11.01
    . 	Company May Consolidate, Etc. on Certain Terms	56
	 	 
	Article 12

                                                                                Immunity of Incorporators, Stockholders, Officers and Directors
	 
	 	 
	Section 12.01
    . 	Indenture and Notes Solely Corporate Obligations	57
	 	 
	Article 13

                                                                                [Reserved]
	 
	 	 
	Article 14

                                                                                Conversion of Notes
	 
	 	 
	Section 14.01
    . 	Conversion Privilege	57
	Section 14.02
    . 	Conversion Procedure; Settlement Upon Conversion	62
	Section 14.03
    . 	Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or
Notice of Redemption.	68
	Section 14.04
    . 	Adjustment of Conversion Rate	70
	Section 14.05
    .	 Adjustments of Prices	80
	Section 14.06
    . 	Shares to Be Fully Reserved	80
	Section 14.07
    .	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	80
	Section 14.08
    . 	Certain Covenants	83
	Section 14.09
    . 	Responsibility of Trustee	83
	Section 14.10
    . 	Notice to Holders Prior to Certain Actions	84
	Section 14.11
    . 	Stockholder Rights Plans	84



 






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	Article 15

                                                                                Purchase of Notes at Option of Holders
	 
	 	 
	Section 15.01
    . 	Intentionally Omitted	85
	Section 15.02
    . 	Repurchase at Option of Holders Upon a Fundamental Change	85
	Section 15.03
    . 	Withdrawal of Fundamental Change Repurchase Notice	88
	Section 15.04
    .	 Deposit of Fundamental Change Repurchase Price	89
	Section 15.05
    . 	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	89
	 	 
	Article 16

                                                                                Redemption
	 
	 	 
	Section 16.01
    . 	Right of the Company to Redeem the Notes	90
	Section 16.02
    .	 Notice of Redemption	90
	Section 16.03
    . 	Payment of Notes Called for Redemption	92
	Section 16.04
    .	 Selection, Conversion and Transfer of Notes to be Redeemed in Part	92
	Section 16.05
    . 	Restrictions on Redemption.	93
	Section 16.06
    . 	Increased Conversion Rate Applicable to Certain Notes Called for Redemption Surrendered for Conversion
in Connection with a Redemption	93
	 	 
	Article 17

                                                                                Miscellaneous Provisions
	 
	 	 
	Section 17.01
    .	 Provisions Binding on Company’s Successors	93
	Section 17.02
    . 	Official Acts by Successor Entity	93
	Section 17.03
    .	 Addresses for Notices, Etc.	93
	Section 17.04
    .	 Governing Law	94
	Section 17.05
    .	 Intentionally Omitted	94
	Section 17.06
    . 	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	94
	Section 17.07
    .	 Legal Holidays	95
	Section 17.08
    . 	No Security Interest Created	95
	Section 17.09
    . 	Benefits of Indenture	95
	Section 17.10
    .	 Table of Contents, Headings, Etc.	95
	Section 17.11
    .	 Authenticating Agent	95
	Section 17.12
    .	 Execution in Counterparts	96
	Section 17.13
    . 	Severability	97
	Section 17.14
    . 	Waiver of Jury Trial	97
	Section 17.15
    .	 Force Majeure	97
	Section 17.16
    .	 Calculations	97
	Section 17.17
    . 	U.S.A. Patriot Act	97
	Section 17.18
    .	 FATCA	98




 


EXHIBITS


 


	Exhibit A	Form of
    Note	A-1
	Exhibit B	Form of Free Transferability Certificate	B-1




  






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INDENTURE,
dated as of April 28, 2020, between EQT Corporation, a Pennsylvania corporation, as issuer (the “Company,”
as more fully set forth in Section 1.01), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee,”
as more fully set forth in Section 1.01).


 


W
I T N E S S E T H:


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.75% Convertible Senior Notes due 2026
(the “Notes”), initially in an aggregate principal amount of $500,000,000, 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 and the Form of Assignment and Transfer to be borne by the Notes are to be substantially
in the forms hereinafter provided; and


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article 1

Definitions


 


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


 


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


 






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


 


“Adequate
Cash Conversion Provisions” shall have the meaning specified in Section 15.02(d)(ii).


 


“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.


 


“Applicable
Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary,
if any, that are applicable to such matter at such time.


 


“Bankruptcy
Law” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of debtors.


 


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


 


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


 


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


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or 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; provided that debt securities that
are convertible into or exchangeable for Capital Stock shall not constitute Capital Stock prior to their conversion or exchange,
as the case may be.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Common
Stock” means the common stock of the Company, no par value per share, subject to Section 14.07.


 


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


 


“Company
Order” means a written order of the Company, signed by an Officer of the Company.


 


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


 


“Conversion
Consideration” shall have the meaning specified in Section 14.02(j).


 


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


 


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


 


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


 


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


 


“Corporate
Trust Office” means the principal designated 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 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from
time to time by notice to the Holders and the Company).


 






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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.


 


“Daily
Conversion Value” means, for each of the 25 consecutive VWAP Trading Days during the relevant Observation Period, 1/25th
of the product of (i) the Conversion Rate on such VWAP Trading Day and (ii) the Daily VWAP for such VWAP Trading Day.


 


“Daily
Measurement Value” shall have the meaning specified in the definition of “Daily Settlement Amount.”


 


“Daily
Settlement Amount,” for each of the 25 consecutive VWAP Trading Days during the relevant Observation Period, shall consist
of:


 


(a)            cash
in an amount equal to the lesser of (i) the Specified Dollar Amount, if any, divided by 25 (such quotient, the “Daily
Measurement Value”) and (ii) the Daily Conversion Value for such VWAP Trading Day; and


 


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


 


“Daily
VWAP” means, for each of the 25 consecutive VWAP Trading Days during the relevant Observation Period, the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “EQT<equity>
AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of
trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted
average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day determined, using a volume-weighted
average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The
 “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the
regular trading session trading hours.


 


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


 


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


 


“Delisting”
shall have the meaning specified in clause (d) of the definition of “Fundamental Change.”


 


“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.


 






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“Designated
Financial Institution” shall have the meaning specified in Section 14.02(j).


 


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


 


“effective
date” means the first date on which shares of the Common Stock trade on the Relevant Stock Exchange, regular way, reflecting
the relevant share split or share combination, as applicable.


 


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


 


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


 


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


 


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


 


“Exchange
Election” shall have the meaning specified in Section 14.02(j).


 


“Expiration
Date” shall have the meaning specified in Section 14.04(e).


 


“Expiration
Time” shall have the meaning specified in Section 14.04(e).


 


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


 


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


 


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


 


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


 


(a)            a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the
Company, its Wholly Owned Subsidiaries and its and their respective employee benefit plans, (A) has become the direct or
indirect “beneficial owner,” as defined in Rule 13d-3 (as in effect on the first date of issuance of the Notes)
under the Exchange Act, of Common Stock representing more than 50% of the voting power of the Common Stock and (B) has filed
a Schedule TO or any schedule, form or report under the Exchange Act disclosing that an event described in clause (A) has
occurred; provided, however, that a “person” or “group” shall not be deemed a beneficial owner of, or
to own beneficially, any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person”
or “group” or any of their affiliates until such tendered securities are accepted for purchase or exchange thereunder;


 






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(b)            the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change from no par
value to par value, a change in par value or a change from par value to no par value, or changes resulting from a subdivision
or combination) as a result of which all of the Common Stock would be converted into, or exchanged for, stock, other securities,
or other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which all of the
Common Stock will be converted into cash, securities or other property or assets (including any combination thereof); or (C) any
sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the Company’s
and its Subsidiaries’ consolidated assets, taken as a whole, to any Person other than one of the Company’s Wholly
Owned Subsidiaries; provided, however, that a transaction described in clauses (A) or (B) in which the
holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly,
more than 50% of all classes of the Common Equity of the continuing or surviving corporation, Permitted Limited Liability Company
or Permitted Partnership or transferee or the parent thereof immediately after such transaction in substantially the same proportions
as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);


 


(c)            the
stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company (other than a liquidation
or dissolution that will occur contemporaneously with a transaction described in clause (b)(B) above); or


 


(d)            the
Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange,
the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) (any such event, a “Delisting”)
and is not listed or quoted on one of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market
(or any of their respective successors) within one Business Day of the Trading Day on which the applicable Delisting occurs;


 


provided,
however, that a transaction or transactions described in clauses (a) or (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 Company’s Common Stock, excluding
cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with
such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange,
the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted
when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions
such consideration becomes the Reference Property for the Notes (subject to the provisions set forth in Section 14.02).


 






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Any event,
transaction or series of related transactions that constitute a Fundamental Change under both clause (a) and clause (b) above
shall be deemed to be a Fundamental Change solely under clause (b) above.


 


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


 


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


 


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


 


“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(a).


 


“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. The registered Holder of a Note shall be treated
as its owner for all purposes.


 


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


 


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


 


“Issue
Date” means April 28, 2020.


 


“Last
Reported Sale Price” of the Common Stock (or any other security) on any date means:


 


(a)            the
closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions
for the Relevant Stock Exchange;


 


(b)            if
the Common Stock (or such other security) is not listed for trading on a Relevant Stock Exchange on such date, the last quoted
bid price per share for the Common Stock in the over-the-counter market on such date as reported by OTC Markets Group Inc. or
a similar organization; and


 






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(c)            if
the Common Stock (or such other security) is not so quoted, the average of the mid-point of the last bid and ask prices per share
for the Common Stock on such 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 that constitutes a Fundamental Change, after giving effect to any
exceptions to or exclusions from the definition thereof, but without regard to the proviso in clause (b) of the definition
thereof.


 


“Make-Whole
Fundamental Change Company Notice” shall have the meaning specified in Section 14.03(b).


 


“Market
Disruption Event” means:


 


(a)            a
failure by the Relevant Stock Exchange to open for trading during its regular trading session; or


 


(b)            the
occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than
one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Common Stock or in any options
contracts or futures contracts relating to the Common Stock.


 


“Maturity
Date” means May 1, 2026.


 


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


 


“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.


 


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


 


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


 


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


 


“Observation
Period” with respect to any Note surrendered for conversion means:


 


(a)            subject
to clause (b) of this definition, if the relevant Conversion Date occurs prior to February 1, 2026, the 25 consecutive
VWAP Trading Day period beginning on, and including, the second VWAP Trading Day immediately succeeding such Conversion Date;


 






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(b)            if
the relevant conversion date occurs on or after the Redemption Notice Date with respect to the Notes pursuant to Article 16
and prior to the close of business on the second Scheduled Trading Day prior to the relevant Redemption Date, the 25 consecutive
VWAP Trading Day period beginning on, and including, the 26th Scheduled Trading Day immediately preceding such Redemption Date;
and


 


(c)            subject
to clause (b) of this definition, if the relevant Conversion Date occurs on or after February 1, 2026, the 25 consecutive
VWAP Trading Day period beginning on, and including, the 26th Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering
Memorandum” means the preliminary offering memorandum dated April 23, 2020 relating to the offering and sale of
the Notes, as supplemented by the related pricing term sheet.


 


“Officer”
means, with respect to any Person, the Chairperson of the Board of Directors, the Chief Executive Officer, the President, the
Chief Financial Officer, the General Counsel, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, any Vice President,
any Executive Vice President, the Controller, the Secretary or any Assistant Secretary of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by an Officer of the Company that meets the requirements
of Section 17.06.


 


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


 


“Opinion
of Counsel” means an opinion from legal counsel which is reasonably acceptable to the Trustee, that meets the requirements
of Section 17.06, which opinion may contain customary exemptions
and qualifications as to the matters set forth herein. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.


 


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


 


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


 


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


 


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


 






    13


     


    

 


(d)            Notes
surrendered for purchase in accordance with Article 15 for which the Paying Agent holds money sufficient to pay the Fundamental
Change Repurchase Price, in accordance with Section 15.04(b); and


 


(e)            Notes
converted pursuant to Article 14 and required to be cancelled pursuant
to Section 2.08 and Notes otherwise required to be cancelled pursuant to Section 2.08.


 


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


 


“Permitted
Limited Liability Company” means a limited liability company that is treated as a corporation for U.S. federal income
tax purposes.


 


“Permitted
Partnership” means a partnership that is treated as a corporation for U.S. federal income tax purposes.


 


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


 


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


 


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


 


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


 


“Redemption”
means the redemption of any Note by the Company pursuant to Article 16.


 


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


 


“Redemption
Notice Date” means, with respect to a Redemption, the date on which the Company sends the Notice of Redemption to the
applicable Holders for such Redemption pursuant to Section 16.02(a).


 






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“Redemption
Price” means for any Note to be redeemed pursuant to Article 16, called for Redemption shall be 100% of the principal
amount of such Note, plus accrued and unpaid interest, if any, on such Note to, but not including, the Redemption Date;
provided, however, that if the Redemption Date falls after a Regular Record Date and on or before the next Interest
Payment Date, then (i) the Holder of such Note at the close of business on such Regular Record Date shall be entitled, notwithstanding
such Redemption, to receive, on the relevant Interest Payment Date, the unpaid interest that would have accrued on such Note to,
but not including, such Interest Payment Date; and (ii) the Redemption Price shall be the principal amount of such Note.


 


“Redemption
Reference Price” means, for any conversion of Notes in connection with a Redemption, the average of the Last Reported
Sale Prices per share of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day
immediately preceding the Redemption Notice Date.


 


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


 


“Regular
Record Date,” with respect to any Interest Payment Date, shall mean the April 15 and October 15 (whether or
not such day is a Business Day), as the case may be, immediately preceding such Interest Payment Date.


 


“Relevant
Stock Exchange” means The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange,
the principal other U.S. national or regional securities exchange on which the Common Stock (or any other security) is then listed.


 


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


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, senior associate, associate, 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
Securities” shall have the meaning specified in Section 2.05(b).


 


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


 


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


 


“Scheduled
Trading Day” means a day that is scheduled to be a Trading Day on the Relevant Stock Exchange. If the Common Stock is
not so listed or admitted for trading, “Scheduled Trading Day” means a “Business Day.”


 






    15


     


    

 


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


 


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


 


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


 


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


 


“Specified
Dollar Amount” means, with respect to any conversion of Notes, the maximum cash amount per $1,000 principal amount of
Notes to be received upon conversion as specified by the Company (or deemed specified) in the notice specifying the Company’s
chosen Settlement Method.


 


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


 


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


 


“Subsidiary”
means, with respect to any specified Person:


 


(a)            any
corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power
of Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in
the election of the Board of Directors or comparable governing body of such Person (in the case of a limited liability company,
the voting power to elect managers or otherwise control the actions of such limited liability company), is at the time owned or
controlled, directly or through another Subsidiary, by that Person or one or more of the other Subsidiaries of that Person (or
a combination thereof); and


 


(b)            any
partnership (1) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such
Person or (2) the only general partners of which are that Person or one or more Subsidiaries of that
Person.


 


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


 


“Trading
Day” means a day on which:


 


(a)            trading
in the Common Stock (or any other security for which a Last Reported Sale Price must be determined) generally occurs on the Relevant
Stock Exchange or, if the Common Stock (or such other security) is not then listed on a Relevant Stock Exchange, on the principal
other market on which the Common Stock (or such other security) is then traded; and


 


(b)            a
Last Reported Sale Price for the Common Stock (or any other security for which a Last Reported Sale Price must be determined)
is available on the Relevant Stock Exchange or such other market; provided, that, if the Common Stock (or such other
security) is not so listed or traded, “Trading Day” means a “Business Day.”


 






    16


     


    

 


“Trading
Price” per $1,000 principal amount of the Notes on any date of determination means the average of the secondary market
bid quotations obtained in writing by the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30
p.m. (New York City time) on such determination date from three independent nationally recognized securities dealers the
Company selects for this purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation
Agent but two such bids are obtained, then the average of such two bids shall be used, and if only one such bid can reasonably
be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain
at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer, then the Trading Price
per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate on such day.


 


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


 


“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.


 


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


 


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


 


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


 


“VWAP
Trading Day” means a day on which:


 


(a)            there
is no Market Disruption Event; and


 


(b)            trading
in the Common Stock generally occurs on the Relevant Stock Exchange.


 


If
the Common Stock is not so listed or admitted for trading on any Relevant Stock Exchange, “VWAP Trading Day” means
a “Business Day.”


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership
interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more
Wholly Owned Subsidiaries of such Person.


 






    17


     


    

 


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


 


Article 2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.
Designation and Amount. The Notes shall be designated as the “1.75% Convertible Senior Notes due 2026.” The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $500,000,000, subject
to Section 2.10 and except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of other Notes to the extent expressly permitted hereunder.


 


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


 


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


 


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


 






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Section 2.03.
Date and Denomination of Notes; Payments of Interest and Defaulted Amounts.


 


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


 


(b)            The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on the Regular
Record Date immediately preceding the relevant Interest Payment Date shall be entitled to receive the interest payable on such
Interest Payment Date. However, the Company shall not pay in cash accrued interest on any Notes when they are converted, except
in the circumstances described in Article 14. Interest shall be payable at the office or agency of the Company maintained
by the Company for such purposes, which shall initially be the Corporate Trust Office. The Company shall pay interest:


 


(i)            on
any Certificated Notes (A) to Holders holding Certificated Notes having an aggregate principal amount of $5,000,000 or less,
by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding
Certificated Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to such Holders or, upon
application by such a Holder to the Paying Agent 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 the Note Registrar to the contrary in writing; and


 


(ii)            on
any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 


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


 






    19


     


    

 


(i)            The
Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed
to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee
of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company
shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special
record date therefor to be sent 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 sent, 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).


 


(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 and the Depositary, if, after written notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed reasonably satisfactory to
the Trustee.


 


(iii)            The
Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Defaulted Amounts, or
with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed
in such calculation of the Defaulted Amounts.


 


Section 2.04.
Execution, Authentication and Delivery of Notes. The Notes shall be executed in the name and on behalf of the Company by the
manual, electronic or facsimile signature of at least one of its Officers.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes and
the documents required under Section 17.06, and the Trustee in accordance with such Company 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 by manual, electronic or facsimile signature by an authorized signatory 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.


 






    20


     


    





 


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


 


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


 


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


 


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


 


No service charge shall be imposed by the
Company, the Trustee, the Note Registrar or any co-Note Registrar for any registration of transfer or exchange of Notes, but the
Company or the Trustee may require a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge
required by law or permitted pursuant to this Indenture.


 






    21


     


    

 


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 or (ii) any Notes,
or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15.


 


All Notes issued upon any registration of
transfer or exchange of Notes in accordance with 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.


 


(a)            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(b) all Notes shall be represented by one or more Notes in global form (each,
a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and
exchange of beneficial interests in a Global Note that does not involve the issuance of a Certificated Note, shall be effected
through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the Applicable Procedures.


 


(b)            Every
Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together
with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively,
the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(b) (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(b) and Section 2.05(c), 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 Issue Date, 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 Common Stock, if any, issued upon conversion thereof which shall bear the legend set forth
in Section 2.05(c), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred
pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to
be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any
similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof
to the Trustee):


 






    22


     


    

 


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


 


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


 


(2)            AGREES
FOR THE BENEFIT OF EQT CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE 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)            PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR SUCH COMMON STOCK;


 


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


 


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


 


PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER 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.


 


BY ITS ACQUISITION OF THIS SECURITY
OR ANY INTEREST HEREIN, THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF
THE ASSETS USED BY SUCH ACQUIRER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF ANY (A) “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) PLAN, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT
IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER
ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR ERISA
(COLLECTIVELY, “SIMILAR LAWS”) OR (C) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF
ANY OF THE FOREGOING DESCRIBED IN CLAUSES (A) AND (B), PURSUANT TO ERISA OR OTHERWISE, OR (2) THE ACQUISITION AND HOLDING
OF THIS SECURITY (OR ANY INTEREST HEREIN) BY SUCH HOLDER WILL NOT CONSTITUTE OR RESULT IN (A) A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.


 


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


 


On any Resale Restriction Termination Date,
the Company shall, at its option, deliver to the Trustee a certificate in the form of Exhibit B hereto executed by
an Officer of the Company, and upon the Trustee’s receipt of such certificate the restrictive legend required by this Section 2.05(b) shall
be deemed removed from any Global Notes representing such Notes without further action on the part of Holders. If the Company delivers
such a certificate to Trustee, the Company shall: (i) notify Holders of the Notes that the restrictive legend required by
this Section 2.05(b) has been removed or deemed removed; and (ii) instruct the Depositary to change the CUSIP number
for the Notes to the unrestricted CUSIP number for the Notes. It is understood that the Depositary of any Global Note may require
a mandatory exchange or other process to cause such Global Note to be identified by an unrestricted CUSIP number in the facilities
of such Depositary. For the avoidance of doubt, for Notes that are not in certificated form, the Notes shall continue to bear Additional
Interest pursuant to this paragraph until such time as they are identified by an unrestricted CUSIP number in the facilities of
the Depositary or any successor depositary for the Notes, as a result of completion of the Depositary’s mandatory exchange
process or otherwise.


 






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Any Note (or security issued in exchange
or substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms,
(ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under
the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to
the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may,
upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be
exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required
by this Section 2.05(b) 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 restrictive legend specified in
this Section 2.05(b) 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 Common Stock issued upon conversion of the
Notes has been declared effective under the Securities Act.


 


Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in this Section 2.05(b)), 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 Applicable Procedures and in compliance with this Section 2.05(b).


 


The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as the “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.


 


If:


 


(a)            the
Depositary (i) notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the
Global Notes and a successor depositary is not appointed within 90 days or (ii) ceases to be a clearing agency registered
under the Exchange Act and a successor depositary is not appointed within 90 days; or


 


(b)            there
has occurred and is continuing an Event of Default and a beneficial owner of any Note requests through the Depositary that its
beneficial interest therein be issued in a Certificated Note,


 


the Company shall execute, and the Trustee, upon receipt of
an Officer’s Certificate, an Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall authenticate
and deliver Certificated 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.


 






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Certificated Notes issued in exchange for
all or a part of the Global Note pursuant to this Section 2.05(b) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee. Upon execution and authentication, the Trustee shall deliver such Certificated Notes to the Persons in whose names
such Certificated Notes are so registered.


 


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


 


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. Neither the Company nor the Trustee shall have any responsibility or liability for any
act or omission of the Depositary.


 


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


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE ACQUIRER:


 


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


 






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(2)            AGREES
FOR THE BENEFIT OF EQT CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE OF THE
NOTE UPON THE CONVERSION OF WHICH SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES
ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW EXCEPT:


 


(A)            TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;


 


(B)            PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR SUCH COMMON STOCK;


 


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


 


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


 


PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMMON STOCK 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.


 


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


 


(e)            Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company or any Affiliate
of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may
not be resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act
or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such
Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among members of, or participants in, the Depositary or beneficial owners of interests in any Global Note) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form
with the express requirements hereof.


 


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


 






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Section 2.06. Mutilated, Destroyed, Lost
or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver,
a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note,
or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note
shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may
be reasonably 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 reasonably 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 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 or is about to be converted in accordance with Article 14 shall
become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note,
pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case
of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or indemnity as may be reasonably 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, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion
Agent evidence to 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 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall
be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately
with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement or payment or conversion or repurchase
of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the replacement or payment or conversion of negotiable instruments
or other securities without their surrender.


 


Section 2.07. Temporary Notes.
Pending the preparation of Certificated 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
Certificated 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
Certificated Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating
agent Certificated 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 Certificated 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 Certificated Notes authenticated and delivered hereunder.


 


Section 2.08. Cancellation of
Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity,
repurchase upon a Fundamental Change, Redemption, registration of transfer or exchange or conversion (subject to the
provisions of Section 14.02(j)), if surrendered to the Company or any of the Company’s agents that the Company
controls or its Subsidiaries, to be delivered to the Trustee for cancellation and such Notes shall no longer be considered
outstanding for purposes of this Indenture upon their payment at maturity, repurchase upon a Fundamental Change, Redemption,
registration of transfer or exchange or conversion (subject to the provisions of Section 14.02(j)). All Notes delivered
to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for Notes surrendered for
transfer or exchange, no Notes shall be authenticated in exchange for any Notes cancelled, 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 evidence of such disposition to the Company, at the Company’s
written request in a Company Order.


 






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


 


Section 2.10. Additional Notes; Repurchases.
(a) The Company may,
from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this
Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price
and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and
restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that
if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities
law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the
additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture.
Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s
Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition
to those required by Section 17.06, as the Trustee shall
reasonably request.


 


(b)            The
Company may, to the extent permitted by law and without the consent of or notice to Holders, 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 privately negotiated transaction or public tender or exchange offer or through counterparties
to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, reissue, resell or
surrender to the Trustee for cancellation any Notes that the Company or its Subsidiaries may repurchase; provided that in
the case of a reissuance or resale, such Notes shall have one or more separate CUSIP numbers if the Notes are not fungible with
the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes. Any Notes so repurchased by the Company
or its Subsidiaries (other than Notes repurchased upon a Fundamental Change, which shall be governed by Section 2.08) shall
be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company,
any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any such Affiliates, for the purpose of determining
whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other
action under this Indenture) unless and until such time the Company surrenders (or causes such Notes to be surrendered) to the
Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.


 


Section 2.11. Ranking. The
Notes constitute a senior general unsecured obligation of the Company, ranking senior in right of payment to all future
indebtedness of the Company that is expressly subordinated in right of payment to the Notes by the terms of such indebtedness
and ranking equally in right of payment with all existing and future indebtedness of the Company that is not so
subordinated.


 






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Article 3

Satisfaction and Discharge


 


Section 3.01. Satisfaction and
Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s Certificate
cease to be of further effect (except as set forth in the last paragraph of this Section 3.01), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when:


 


(i)            either:


 


(A)            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 2.06 and (y) Notes for whose payment money has theretofore been deposited
in trust with the Trustee 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


 


(B)            the
Company has deposited with the Trustee or delivered to Holders, as applicable, after all of the outstanding Notes have (i) become
due and payable, whether at the Maturity Date, any Redemption Date or any Fundamental Change Repurchase Date, and/or (ii) have
been converted (and the related Settlement Amounts have been determined), cash or, solely to satisfy the Company’s Conversion
Obligations, cash and/or shares of Common Stock (or if applicable, Reference Property), as applicable, sufficient to pay all of
the outstanding Notes and/or satisfy all conversions, as the case may be, and pay all other sums due and payable under this Indenture
by the Company; and


 


(ii)            the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.06 and, if cash or shares of Common Stock shall have been deposited
with the Trustee pursuant to Section 3.01(i)(B), Section 4.04 shall survive such satisfaction and discharge.


 


Article 4

Particular Covenants of the Company


 


Section 4.01. Payment of
Principal, Settlement Amounts and Interest. The Company shall pay or cause to be paid the principal (including the
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion
of, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, Settlement Amounts and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m., New
York City time, on the due date money deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, Settlement Amounts and interest then due. Unless such Paying Agent is the Trustee, the
Company will promptly notify the Trustee in writing of any failure to take such action.


 






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The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal (including the Redemption Price and the
Fundamental Change Repurchase Price, if applicable) and overdue Settlement Amounts owed on conversion to the extent they include
cash, at the rate equal to the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period), at the same rate to the extent lawful.


 


Section 4.02. Maintenance of
Office or Agency. The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of
the Trustee) where Notes may be presented or surrendered for registration of transfer or exchange or for payment or
repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall 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 of the
Trustee.


 


The Company may also from time to time designate
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. The Company shall 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 appoints the Trustee
as Paying Agent, Note Registrar, Custodian and Conversion Agent and designates the Corporate Trust Office of the Trustee as one
such office or agency of the Company.


 


The Company reserves the right to vary or
terminate the appointment of any Note Registrar, Paying Agent or Conversion Agent, and Bid Solicitation Agent; act as the Paying
Agent or Bid Solicitation Agent; appoint additional Paying Agents or Conversion Agents; or approve any change in the office through
which any Note Registrar or Paying Agent or Conversion Agent acts.


 


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,
shall 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 shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to
the provisions of this Section 4.04:


 


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


 






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(ii)            that
it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the
extent they include cash, 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 shall forthwith pay to the Trustee all
sums so held in trust.


 


(b)            If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price
and the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amounts owed on conversion to the extent they include
cash, 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 and the Fundamental Change Repurchase Price, if applicable),
the Settlement Amounts owed on conversion to the extent they include cash 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 and the Fundamental Change Repurchase Price, if applicable) of, the Settlement
Amounts owed on conversion to the extent they include cash, or accrued and unpaid interest on, the Notes when the same shall become
due and payable.


 


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


 


(d)            Subject
to any applicable escheat laws, any money 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 and the Fundamental Change Repurchase Price, if applicable) of,
the Settlement Amounts owed on conversion to the extent they include cash, and accrued and unpaid interest on, any Note and remaining
unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable),
the Settlement Amounts owed on conversion to the extent they include cash, or interest has become due and payable shall be paid
to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be
discharged from such trust; and the 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 all liability
of the Company as trustee thereof, shall thereupon cease.






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Section 4.05.
[Reserved].


 


Section 4.06. Rule 144A Information
Requirement; Reporting; and Additional Interest. (a) For
as long as any Notes are outstanding hereunder, at any time the Company is not subject to Sections 13 and 15(d) of the Exchange
Act, the Company shall, so long as any of the Notes or any shares of Common Stock issued upon conversion of the Notes shall, at
such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common
Stock issued upon conversion of the Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act to facilitate the resale of such Notes or such Common Stock, as the case may be, 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 Common
Stock, as the case may be, may reasonably request to the extent from time to time required to enable such Holder or beneficial
owner to sell such Notes or such Common Stock, as the case may be, in accordance with Rule 144A under the Securities Act,
as such rule may be amended from time to time. The provisions of this Section 4.06(a) shall expire when the restrictive
legend on the Notes specified in Section 2.05(b) has been removed.


 


(b)            The
Company shall furnish to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect
to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act or any
other relief granted by 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 (excluding any such information, documents or reports, or portions
thereof, subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company
files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be furnished to
the Trustee for purposes of this Section 4.06(b) as of the time such documents are filed via the EDGAR system (or such
successor).


 


(c)            Delivery
of the reports, information and documents described in Section 4.06(b) 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 Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm,
on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents
filed with the Commission or the Commission’s EDGAR system or any website under this Indenture or participate in any conference
calls.


 


(d)            Subject
to Section 6.03(b), if, at any time during the six-month period beginning on, and including, the date that is six months after
the Issue Date, 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 (other than Current Reports on Form 8-K), after giving
effect to all applicable grace periods thereunder, or the Notes are not otherwise freely tradable by Holders other than the Company’s
Affiliates or Holders that were Affiliates of the Company at any time during the three months immediately preceding (as a result
of restrictions pursuant to U.S. federal securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional
Interest on the Notes from, and including, the first date after the conclusion of the six-month period described above on which
such failure to file occurs or the first date the Notes are not otherwise freely tradable as described above by Holders other than
the Company’s Affiliates or Holders that were Affiliates of the Company at any time during the three months immediately preceding
without restriction pursuant to U.S. federal securities laws or the terms of this Indenture or the Notes, whichever is earlier,
until the earlier of (i) the one-year anniversary of the Issue Date and (ii) the date on which such failure to file has
been cured (if applicable) and the Notes are otherwise freely tradable by Holders other than the Company’s Affiliates or
Holders that were Affiliates of the Company at any time during the three months immediately preceding without restriction pursuant
to U.S. federal securities laws or the terms of this Indenture or the Notes. Such Additional Interest shall accrue on the Notes
at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during such period described
in the preceding sentence.


 






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(e)            Subject
to Section 4.06(f) and Section 6.03(b), if, and for so long as, the restrictive legend on the Notes specified in
Section 2.05(b) has not been removed (or deemed removed), the Notes are assigned a restricted CUSIP number or the Notes
are not otherwise freely tradable as described in Section 4.06(d) by Holders other than the Company’s Affiliates
or Holders that were Affiliates of the Company at any time during the three months immediately preceding without restrictions pursuant
to U.S. federal securities law or the terms of this Indenture or the Notes as of the 380th day after the Issue Date, the Company
shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until
the restrictive legend on the Notes specified in Section 2.05(b) has been removed (or deemed removed), the Notes are
assigned an unrestricted CUSIP number and the Notes are freely tradable as described in Section 4.06(d) by Holders other
than the Company’s Affiliates or Holders that were Affiliates of the Company at any time during the three months preceding
without restrictions pursuant to U.S. federal securities laws or the terms of this Indenture or the Notes. The restrictive legend
on the Notes shall be deemed removed pursuant to the terms of this Indenture upon notice by the Company to the Trustee and delivery
of the documents required pursuant to this Indenture, and, at such time, the Notes will be automatically assigned an unrestricted
CUSIP. However, for the avoidance of doubt, for Notes that are not in certificated form, the Notes shall continue to bear Additional
Interest pursuant to this Section 4.06(e) until such time as such Notes are identified by an unrestricted CUSIP in the
facilities of the Depositary as a result of completion of the Depositary’s mandatory exchange process or otherwise.


 


(f)            Additional
Interest, which shall constitute the sole remedy relating to the failure to comply with the Company’s obligations under this
Section 4.06, shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest
on the Notes and shall be in addition to any Additional Interest that may accrue, at the Company’s election, pursuant to
Section 6.03. In no event, however, shall Additional Interest accrue on any day (taking into consideration any Additional
Interest payable as described in Section 4.06(d), Section 4.06(e) or Section 6.03(a)) at a rate in excess of
0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 






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(g)            If
Additional Interest is payable by the Company pursuant to Section 4.06(d), Section 4.06(e) or Section 6.03(a),
the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional
Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer
of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional
Interest is payable.


 


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


 


Section 4.08. Compliance
Certificate; Statements as to Defaults.


 


(a)            The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year (beginning with the year ending
December 31, 2020), an Officer’s Certificate stating whether the signer thereof has knowledge of any Default that
occurred during the previous year and is then continuing, if so, specifying each such failure and the nature
thereof.


 


(b)            The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee an Officer’s Certificate within 30 days
after an Officer of the Company becomes aware of the occurrence of any event that would constitute a Default or Event of Default,
specifying each such event, the status thereof and what action the Company is taking or proposes to take with respect thereto.


 


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


 


Section 4.10. No Rights as
Stockholders. Holders of Notes, as such, will not have any rights as stockholders of the Company (including voting rights
and rights to receive any dividends or other distributions on Common Stock).


 






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Article 5

[Reserved]


 


Article 6

Defaults and Remedies


 


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


 


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


 


(b)            default
in the payment of principal of any Note when due and payable on the Maturity Date, upon any required repurchase, upon Redemption,
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, if such failure continues for a period of three Business Days following the due date for the delivery thereof;


 


(d)            failure
by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or
notice of a specified corporate transaction in accordance with Section 14.01(b)(ii) or (iii) or a Make-Whole Fundamental
Change Company Notice in accordance with Section 14.03(b), in each case when due;


 


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


 


(f)            failure
by the Company to perform any covenants or agreements contained in this Indenture, which failure shall not have been remedied,
or without provision deemed to be adequate for the remedying thereof having been made, for a period of 90 days after written notice
shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by the Holders of 25%
or more in aggregate principal amount of the Notes of such series then outstanding;


 


(g)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness
for money borrowed by the Company or any Subsidiary of the Company in an aggregate principal amount in excess of $200,000,000 whether
such indebtedness exists as of the Issue Date or shall thereafter be created, which default shall constitute a failure to pay any
portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect
thereto or shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded
or annulled, which continues for a period of 30 days after written notice shall have been given to the Company by the Trustee or
shall have been given to the Company and the Trustee by holders of 25% or more in aggregate principal amount of the Notes then
outstanding;


 


(h)            the
entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary
case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;


 






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(i)            the
commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company
to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company
or of substantially all the assets of the Company or the making by it of an assignment for the benefit of creditors, or the taking
of comparable corporate action by the Company under any foreign laws; or


 


(j)            a
final judgment or judgments for the payment of $200,000,000 or more (excluding any amounts covered by insurance) in the aggregate
rendered against the Company or any Subsidiary of the Company, which judgment(s) is not paid, discharged or stayed within
60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the
date on which all rights to appeal have been extinguished.


 


Section 6.02. Acceleration. 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(h) or Section 6.01(i)), either the Trustee
by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by notice in writing to the Company and the Trustee, may declare 100% of the principal of, and accrued and
unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(h) or
Section 6.01(i) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on,
all Notes 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 and on such principal at the rate borne by the Notes at such time) and amounts due
to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of
the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall
have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding
sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company
and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration
and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary
herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from
(i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure
to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 






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Section 6.03. Additional Interest.


 


(a)            Notwithstanding
anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of
Default relating to the Company’s failure to comply with its obligations as set forth in
Section 4.06(b) shall, after the occurrence of such an Event of Default, consist exclusively of the right to
receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes
outstanding for each day during the period beginning on, and including, the date on which such Event of Default first
occurred and ending on the earlier of (x) the date on which such Event of Default is cured or validly waived in
accordance with this Indenture and (y) the 180th day immediately following, and including, the date on which such Event
of Default first occurred; and (ii) if such Event of Default has not been cured or validly waived prior to the 181st day
immediately following, and including, the date on which such Event of Default first occurred, 0.50% per annum of the
principal amount of the Notes outstanding for each day during the period beginning on, and including, the 181st day
immediately following, and including, the date on which such Event of Default first occurred and ending on the earlier of
(x) the date on which the Event of Default is cured or validly waived and (y) the 360th day immediately following,
and including, the date on which such Event of Default first occurred (in addition to any Additional Interest that may accrue
pursuant to Sections 4.06(d) and 4.06(e)). For the avoidance of doubt, the first 180-day period described in this
Section 6.03 shall not commence until expiration of the 90 day period referenced in Section 6.01(f).


 


(b)            Any
Additional Interest payable pursuant to Section 6.03(a) shall be in addition to any Additional Interest that may accrue
pursuant to Sections 4.06(d) and 4.06(e). Notwithstanding anything in this Indenture to the contrary, in no event, however,
shall Additional Interest accrue (taking into consideration any Additional Interest payable pursuant to Section 6.03(a), together
with Additional Interest payable pursuant to Sections 4.06(d) and 4.06(e)) on any day at a rate in excess of 0.50% per annum,
regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 






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(c)            If
the Company elects to pay Additional Interest pursuant to Section 6.03(a), such Additional Interest shall be payable in the
same manner and on the same dates as the stated interest payable on the Notes and will accrue on all Notes then outstanding from,
and including, the date on which the Event of Default relating to the Company’s failure to comply with its obligations as
set forth in Section 4.06(b) first occurs to, but not including, the 361st day thereafter (or such earlier date on which
such Event of Default is cured or waived by the Holders of a majority in principal amount of the Notes then outstanding). On the
361st day after such Event of Default (if the Event of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) is not cured or waived prior to such 361st day), such Additional Interest will cease
to accrue and the Notes will 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 relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) in accordance with this Section 6.03, or the Company elects to make such payment
but does not pay the Additional Interest when due, the Notes shall immediately be subject to acceleration as provided in Section 6.02.
For the avoidance of doubt, the provisions of this Section 6.03 shall not affect the rights of Holders in the event of the
occurrence of any other Event of Default. In no event shall Additional Interest payable pursuant to the foregoing election accrue
at a rate per year in excess of the applicable rate specified in Section 6.03(b), regardless of the number of events or circumstances
giving rise to requirements to pay such Additional Interest pursuant to this Section 6.03.





 


(d)            In
order to elect to pay Additional Interest as the sole remedy during the 360 days after the occurrence of an Event of Default relating
to the Company’s failure to comply with its obligations as set forth in Section 4.06(b), the Company must notify, in
writing, all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) of such election on or before the
close of business on the date on which such Event of Default first occurs. Upon the Company’s 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 Section 6.01 (a),
(b) or (c) shall have occurred and the Notes have become due and payable pursuant to Section 6.02, 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 (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable),
satisfaction of the Conversion Obligation with respect to all Notes that have been converted, and interest, if any, with (to the
extent that payment of such interest shall be legally enforceable) interest on any such overdue amounts, at the rate borne by
the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee
under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name
and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the
Notes and collect the monies 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 under Bankruptcy Law, 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, the property of the Company, or in the event of any other judicial proceedings relative to
the Company, or to the creditors or property of the Company, the Trustee, 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, its creditors, or its 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 reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Notes.


 


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


 


In case the Trustee shall have proceeded
to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver,
rescission or annulment pursuant to Section 6.09 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 following order, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:


 


FIRST:     to
the payment of all amounts due the Trustee, including its agents and counsel, under this
Indenture;


 


SECOND:     to
the payment of (i) the amounts then due and unpaid on the Notes for principal, the Redemption Price (if applicable), the Fundamental
Change Repurchase Price (if applicable), and/or satisfaction of the Conversion Obligation with respect to all Notes that have been
converted, and (ii) interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such Notes; and


 


THIRD:     to
the Company.


 


Section 6.06.
Proceedings by Holders.     Except to enforce the right to receive payment of principal (including, if
applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment
or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of
any provision of this Indenture 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 has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)            the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue
the remedy;


 


(c)            such
Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability, claim
or expense;


 


(d)            the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such security or indemnity;
and


 


(e)            the
Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in the opinion
of the Trustee, is inconsistent with such request within such 60-day period.


 






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A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority over another Holder, it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not any actions or forbearances by a Holder are unduly
prejudicial to other Holders.





 


Notwithstanding any other provision of this
Indenture and any provision of any Note, each Holder shall have the contractual right to institute suit for the enforcement of
any payment of (x) principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price),
(y) accrued and unpaid interest, if any, on, and (z) the consideration due upon the conversion of, such Note, on or after
the respective due dates expressed or provided for in such Note or in this Indenture, and such contractual right 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 2.06,
all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders
of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained
in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power
accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any
such Default or Event of Default or any acquiescence therein; and, subject to the provisions of Section 6.06, every power
and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section 6.09.
Direction of Proceedings and Waiver of Defaults by Majority of Holders.  (a) The Holders
of a majority of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes; provided, however, that (i) such direction shall not be in conflict
with any rule of law or with this Indenture, and (ii) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of
law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders)
or that would involve the Trustee in personal liability.


 






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(b)            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 hereunder and rescind any acceleration with respect to the Notes and its consequences
hereunder except:





 


(i)            a
default in the payment of the principal (including any Redemption Price and Fundamental Change Repurchase Price, if applicable)
of, or accrued and unpaid interest, if any, on the Notes;


 


(ii)            a
failure by the Company to deliver the consideration due upon conversion of the Notes; or


 


(iii)            with
respect to any other provision that requires the consent of each affected Holder pursuant to Section 10.02 to amend;


 


provided that, in the case of the rescission of any acceleration
with respect to the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction
and (2) all existing Events of Default (other than the nonpayment of the principal of and interest on the Notes that have
become due solely by such declaration of acceleration) have been cured or waived and all amounts owing to the Trustee have been
paid.


 


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.     If a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee,
the Trustee shall deliver to all Holders as the names and addresses of such Holders appear upon the Note Register notice of
such Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of (including the
Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, if any, on any
Note 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 the Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.


 


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, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (including, but
not limited to, the Redemption Price and the Fundamental Change Repurchase Price with respect to the Notes being repurchased as
provided in this Indenture) or accrued and unpaid interest, if any, on any Note on or after the due date expressed or provided
for in such Note or to any suit for the enforcement of the payment or delivery of consideration due upon conversion.


 






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Article 7

Concerning the Trustee


 


Section 7.01.
Duties and Responsibilities of Trustee.


 


(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


 


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


 


(b)            In
the event an Event of Default has occurred and is continuing, 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.


 


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


 


(i)            this
subsection shall not be construed to limit the effect of subsection (a) of this Section;


 


(ii)            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 negligent in ascertaining the pertinent facts;


 


(iii)            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
written direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding
determined as provided in Article 8 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; and





 






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(iv)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(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 7.01.


 


Section 7.02.
Certain Rights of the Trustee.


 


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


 


(c)            the
Trustee may consult with counsel of its selection and require an Opinion of Counsel and any 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, at a reasonable time on any Business Day,
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 duly
authorized 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;


 


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


 






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(g)            [Reserved;]


 


(h)            the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized
at such time to take specified actions pursuant to this Indenture;


 


(i)            in
no event shall the Trustee be liable for any special, indirect, 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;


 


(j)            the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a
Default or Event of Default under Section 6.01(a) or (b) of this Indenture has occurred or (2) written notice
of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder
of the Notes at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture;


 


(k)            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 (if other than the Trustee) or any records maintained
by any co-Note Registrar with respect to the Notes;


 


(l)            whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, conclusively rely upon an Officer’s Certificate;


 


(m)            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;


 


(n)            the
rights and protections afforded to the Trustee under this Indenture, including, without limitation, its right to be indemnified,
shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder;


 


(o)            subject
to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against any
loss, liability, claim and expense which might be incurred by it in compliance with such request or direction;


 


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


 


(q)            the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this 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.
Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes.    The Trustee,
any Paying Agent, any Conversion Agent, the Custodian, Bid Solicitation Agent or Note Registrar, in its individual or any other
capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent,
Conversion Agent, Custodian, Bid Solicitation Agent or Note Registrar.


 


Section 7.05.
Monies and Shares of Common Stock to Be Held in Trust.    All monies and shares of Common Stock 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 shares of Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law or as expressly provided herein. The Trustee shall be under no liability for interest on any money or shares
of Common Stock 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.    The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall receive such compensation for all services rendered by it hereunder in any capacity (which shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in
writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this
Indenture in any capacity hereunder (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 negligence, willful misconduct or bad faith. The Company also covenants and agrees to indemnify the Trustee 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, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee) incurred without 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 Indenture and the enforcement of this Indenture
(including this Section 7.06) or in any other capacity hereunder, including the costs and expenses of defending themselves
against any claim (whether asserted by the Company, a Holder or any other Person) 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 made expressly 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, final payment of the Notes and the earlier
resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors,
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(h) or Section 6.01(i) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.


 


Section 7.07.
[Reserved].


 


Section 7.08.
Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to
the requirements of any supervising or examining authority, then for the purposes of this Section 7.08, 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 7.


 


Section 7.09.
Resignation or Removal of Trustee. The Trustee may at any time resign by giving 30 days prior 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 30 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, at
the expense of the Company, 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.


 


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


 


(i)            the
Trustee shall fail to comply with Section 7.13 within a reasonable time after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months;





 


(ii)            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


 






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(iii)            the
Trustee shall become incapable of acting, or shall be adjudged 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 any such 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,
at the expense of the Company, 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.


 


(b)            The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding may at any time, with 30 days prior written
notice to the Trustee and the Company, 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. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after removal of the Trustee by the Holders, the Trustee
may, at the expense of the Company, upon ten Business Days’ notice to the Company and the Holders, petition any court of
competent jurisdiction for the appointment of a successor trustee.


 


(c)            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 (i) payment of all fees and expenses owing to the Trustee and (ii) 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 predecessor trustee 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 pursuant to this Indenture, 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 send or cause to be sent 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 of authentication shall have the full force which it is anywhere in the Notes or in this Indenture provided that
the certificate of authentication 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 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 date of effectiveness 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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Section 7.13.
Conflicting Interests of Trustee.     If the Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of this Indenture.


 


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 (i) 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 (ii) by the record of the Holders
voting in favor thereof at any meeting of Holders duly called and held, or (iii) by a combination of such instrument or instruments
and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the
Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix 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 15 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 and
Section 7.02, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar.


 


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. The sole registered holder of a Global
Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder, or upon its order, shall be
valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability
for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the
Notes following an Event of Default, any 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, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded (from
both the numerator and the denominator) 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 actually 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, a Subsidiary thereof or any Affiliate of the Company or a Subsidiary thereof. 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 Officer’s Certificate listing and identifying all Notes, if
any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to Section 7.01,
the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.


 


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.


 






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Article 9

[Reserved]





 


Article 10

Supplemental Indentures


 


Section 10.01.
Supplemental Indentures Without Consent of Holders.     Notwithstanding Section 10.02, without
the consent of any Holder, the Company and the Trustee may amend or supplement this Indenture and the Notes to:


 


(a)            cure
any ambiguity or to correct or supplement any provision contained in this Indenture or the Notes which may be defective or inconsistent
with any other provision in this Indenture or the Notes;


 


(b)            provide
for the assumption by a Successor Company of the obligations of the Company under this Indenture or the Notes in accordance with
Article 11;


 


(c)            add
guarantees with respect to the Notes;


 


(d)            secure
the Notes;


 


(e)            increase
the Conversion Rate of the Notes;


 


(f)            irrevocably
select a Settlement Method or Specified Dollar Amount, or eliminate the Company’s right to choose a particular Settlement
Method, on conversion of Notes;


 


(g)            add
to the covenants of the Company or Events of Default for the benefit of the Holders or make changes that would provide additional
rights to Holders or surrender any right or power conferred upon the Company;


 


(h)            make
any change that does not adversely affect the rights of any Holder, as determined in good faith by the Board of Directors and evidenced
by a resolution of the Board of Directors delivered to the Trustee;


 


(i)            in
connection with any Specified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 14.02
and Section 14.07, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required
by this Indenture;


 


(j)            evidence
and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee
is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officer’s Certificate;


 


(k)            conform
the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum; or


 


(l)            provide
for the issuance of additional Notes in accordance with Section 2.10(a).


 


The Trustee is hereby authorized to join
with the Company in the execution of any such amendment, supplement or waiver, 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 amendment,
supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.





 


Any amendment, supplement or waiver to this
Indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.


 






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Section 10.02.
Supplemental Indentures with Consent of Holders.     Except as provided in Section 10.01 and
in this Section 10.02, the Company and the Trustee may from time to time and at any time amend or supplement this Indenture
and the Notes with the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate
principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation,
consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes) and any past or existing Default
or Event of Default (other than (i) a Default or Event of Default in the payment of the principal (including any Redemption
Price or Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, on the Notes, except
a payment default resulting from an acceleration that has been rescinded, and (ii) a Default or Event of Default as a result
of a failure by the Company to deliver the consideration due upon conversion of the Notes) or compliance with any provision of
this Indenture or the Notes may be waived with the consent (evidenced as provided in Article 8) of the Holders of at least
a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including,
without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes); provided,
however, that, without the consent of each Holder of an outstanding Note affected, no such amendment shall:


 


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


 


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


 


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


 


(d)            reduce
the amount of principal payable upon acceleration of the maturity of the Notes;


 


(e)            impair
or adversely affect the right of Holders to convert Notes or otherwise modify the provisions with respect to conversion, or reduce
the Conversion Rate (subject to such modifications as are required under this Indenture);


 


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


 


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


 






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(h)            change
the ranking of the Notes;


 


(i)            impair
or affect the right of any Holder to institute suit for the enforcement of any payment of principal (including the Redemption Price
and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, or the consideration due
upon conversion of, such Holder’s Notes, on or after the respective due dates expressed or provided for in such Holder’s
Notes or in this Indenture; or


 


(j)            make
any change in this Article 10 that requires each Holder’s consent or in the waiver provisions (including in 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 amendment, supplement or waiver unless such amendment, supplement
or waiver adversely 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 amendment, supplement or waiver.


 


Holders do not need under this Section 10.02
to approve the particular form of any proposed amendment, supplement or waiver of this Indenture. It shall be sufficient if such
Holders approve the substance thereof. After any such amendment, supplement or waiver becomes effective, the Company shall send
to the Holders a notice briefly describing such amendment, supplement or waiver, unless a Current Report on Form 8-K (or successor
form thereto) is filed by the Company describing the amendment, supplement or waiver. 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 amendment, supplement or waiver.


 


Section 10.03.
Effect of Amendment, Supplement and Waiver.    Upon the execution of any amendment, supplement or waiver
of this 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 amendment or supplement 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 amendment, supplement
or waiver to this 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 amendment, supplement or waiver. 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 amendment, supplement or waiver 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. Failure to make the appropriate
notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 






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Section 10.05.
Evidence of Compliance of Amendment, Supplement or Waiver to Be Furnished to Trustee.    In addition to
the documents required by Section 17.06, the Trustee shall receive and may rely on an Officer’s Certificate and an
Opinion of Counsel as conclusive evidence that any amendment, supplement or waiver to this Indenture executed pursuant hereto
complies with the requirements of this Article 10, is permitted
or authorized by this Indenture and such amendment, supplement or waiver is the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms.


 


Article 11

Consolidation, Merger and Sale


 


Section 11.01.
Company May Consolidate, Etc. on Certain Terms.


 


(a)            The
Company shall not consolidate with or merge with or into or otherwise combine with another Person (other than one or more of the
Company’s Wholly Owned Subsidiaries), or sell, lease or otherwise transfer or dispose of all or substantially all of the
Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than one or more of
the Company’s Wholly Owned Subsidiaries), unless:


 


(i)            the
Company is the surviving corporation or the resulting, surviving or transferee Person (if not the Company) (the “Successor
Company”) is a corporation or Permitted Limited Liability Company or Permitted Partnership organized and existing under
the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Company expressly assumes
by supplemental indenture all of the Company’s obligations under the Notes and this Indenture;


 


(ii)            the
Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation,
merger or sale of assets have been complied with; and


 


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


 


(b)            Upon
any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by the Successor
Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or
payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all
of the covenants and conditions of this Indenture and the Notes to be performed by the Company, such Successor Company shall succeed
to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture,
except in the case of a lease of all or substantially all assets. Such Successor Company thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the
Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an
Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though
all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination
or sale, transfer or disposition (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 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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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, or the payment or delivery of consideration due upon conversion of, 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 of its successor corporations or other entities, either directly or through the Company
or any of its successor corporations or other entities, 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. By accepting a Note, each Holder waives and releases all such liability. This waiver and release is part of the consideration
for the Notes.


 


Article 13

[Reserved]


 


Article 14

Conversion of Notes


 


Section 14.01.
Conversion Privilege.


 


(a)            Subject
to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s
option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000
in excess thereof) of such Note:





 


(i)            subject
to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business
Day immediately preceding February 1, 2026 under the circumstances and during the periods set forth in Section 14.01(b);
and


 






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(ii)            on
or after February 1, 2026, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding
the Maturity Date;


 


in each case, at an initial conversion rate of 66.6667 shares
of Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion
Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion
Obligation”).


 


(b)            (i) Prior
to the close of business on the Business Day immediately preceding February 1, 2026, a Holder may surrender all or any portion
of its Notes (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during
the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which
the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with
the procedures and conditions described in this Section 14.01(b)(i), for each Trading Day of the Measurement Period was less
than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day, subject
to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading
Price determination.


 


(A)            The
Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal
amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such
request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading
Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes
such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes
would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading
Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company
is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning
on the Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000
principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and
the Conversion Rate on such Trading Day.


 






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(B)            If
the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent
(if other than the Trustee) in writing. If, at any time after the Trading Price condition has been met, the Trading Price per
$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common
Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion
Agent (if other than the Trustee) in writing.


 


(C)            If
the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation
Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation
Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination),
then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.


 


(ii)            If,
prior to the close of business on the Business Day immediately preceding February 1, 2026, the Company elects to:


 


(A)            issue
to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder
rights plan in connection with the initial adoption by the Company, so long as such rights have not separated from the shares
of Common Stock and are not exercisable until the occurrence of a triggering event) entitling them, for a period of not more than
45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock, at a price
per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 


(B)            distribute
to all or substantially all holders of the Common Stock the Company’s assets, securities or rights, options or warrants
to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors,
exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement
of such distribution,


 


then, in either case,
the Company shall notify all Holders of the Notes at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance
or distribution. Once the Company has given such notice, the Holders may surrender all or any portion of their Notes (that is
$1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time until the earlier of
(1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution
and (2) the Company’s announcement that such issuance or distribution will not take place.


 






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No
Holder may convert any of its Notes pursuant to this Section 14.01(b)(ii) if such Holder otherwise participates in such
issuance or distribution, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes,
without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate,
multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.


  


(iii)            If,
prior to the close of business on the Business Day immediately preceding February 1, 2026:


 


(A)            a
transaction or event that constitutes a Fundamental Change occurs;


 


(B)            a
transaction or event that constitutes a Make-Whole Fundamental Change occurs; or


 


(C)            the
Company is a party to a consolidation, merger, or other combination, statutory share exchange or sale, lease or other transfer
or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a
whole, in each case, pursuant to which the Common Stock would be converted into cash, stock, other securities or other property
or assets (including any combination thereof),


 


then, in each case, a
Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in
excess thereof) for conversion at any time from or after the open of business on the Business Day immediately following the day
the Company gives notice of such transaction until the close of business on the 35th Trading Day after the actual effective date
of such transaction or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the
Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately
preceding the related Fundamental Change Repurchase Date.


 


The
Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the effective date of any such
transaction as promptly as practicable following the date the Company publicly announces such transaction (and the Company shall
use commercially reasonable efforts to notify Holders prior to such effective date if practicable).


 


If
a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such
Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global
Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03.
If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and
convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding
the relevant Fundamental Change Repurchase Date.


 






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(iv)            Prior
to the close of business on the Business Day immediately preceding February 1, 2026, a Holder may surrender all or any portion
of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time
during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar
quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during
the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater
than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine whether the Notes are
convertible because the Last Reported Sale Price condition has been met and provide written notice to the Holders, the Trustee
and the Conversion Agent (if other than the Trustee).


 





(v)


 


(A)            If
the Company calls any Note for Redemption pursuant to Article 16, the Holder may convert such Note (or a portion thereof)
called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled
Trading Day immediately preceding the related Redemption Date, or, if the Company fails to pay the Redemption Price, such later
date on which the Company pays or duly provides for the Redemption Price. If the Company has designated a Redemption Date pursuant
to Article 16, a Holder that complies with the requirements for conversion described herein shall be deemed to have delivered
a notice of its election not to have its Notes so redeemed.


 


(B)            If
the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or
any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the
26th Scheduled Trading Day immediately before the related Redemption Date (or the second Scheduled Trading Day immediately before
the relevant Redemption Date if the Company has specified in the Notice of Redemption that the Company has elected Physical Settlement
of any Notes called for Redemption and submitted for conversion on or after the date of issuance of a Notice of Redemption and
prior to the close of business on the second Scheduled Trading Day prior to the related Redemption Date), whether such Note or
beneficial interest, as applicable, is to be redeemed pursuant to such Redemption (and, as a result thereof, convertible in accordance
with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial
interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such
Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable,
shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly
provided for, and each such conversion shall be deemed to be of a Note called for Redemption for the purposes of this Section 14.01(b)(v),
Section 14.03 and Section 16.01.


 






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Section 14.02.
Conversion Procedure; Settlement Upon Conversion.


 


(a)            Subject
to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall,
at its election, pay or deliver, as the case may be, to the converting Holder, in full satisfaction of its Conversion Obligation,
cash (“Cash Settlement”), shares of the Common Stock, together with cash, if applicable, in lieu of delivering
any fractional share of Common Stock in accordance with Section 14.02(i) (“Physical Settlement”),
or a combination of cash and shares of the Common Stock, together with cash, if applicable, in lieu of delivering any fractional
share of Common Stock in accordance with Section 14.02(i) (“Combination Settlement”), as set forth
in this Section 14.02.


 





(i)            All
conversions for which the relevant Conversion Date occurs on or after February 1, 2026, and all conversions of Notes called
for Redemption pursuant to Section 16.01 occurring on or after a Redemption Notice Date and prior to the close of business
on the second Scheduled Trading Day immediately preceding the related Redemption Date, shall be settled using the same Settlement
Method (including the same relative proportion of cash and/or shares of the Common Stock). Except for any conversions for which
the relevant Conversion Date occurs on or after February 1, 2026, and any conversions of Notes called for Redemption pursuant
to Section 16.01 occurring on or after a Redemption Notice Date and prior to the close of business on the second Scheduled
Trading Day immediately preceding the related Redemption Date, the Company shall use the same Settlement Method (including the
same relative proportion of cash and/or shares of the Common Stock) for all conversions with the same Conversion Date, but the
Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion
Dates.


 


(ii)            If
the Company elects a Settlement Method, the Company shall deliver notice to Holders through the Conversion Agent of such Settlement
Method the Company has selected no later than the close of business on the Trading Day immediately following the related Conversion
Date, or in the case of any conversions for which the relevant Conversion Date occurs on or after February 1, 2026, no later
than February 1, 2026, or in the case of any conversion of Notes called for Redemption pursuant to Section 16.01 occurring
on or after a Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding
the relevant Redemption Date, in the Notice of Redemption. If the Company does not timely elect a Settlement Method, the Company
shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to that Conversion Date and the Company
shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount
per $1,000 principal amount of Notes shall be equal to $1,000. If the Company has timely elected Combination Settlement in respect
of any conversion but does not timely notify the Conversion Agent of the Specified Dollar Amount per $1,000 principal amount of
Notes, the Specified Dollar Amount shall be deemed to be $1,000. By notice to Holders, the Company may, prior to February 1,
2026, at its option, irrevocably elect to satisfy its Conversion Obligations with respect to the Notes through Combination Settlement
with a Specified Dollar Amount per $1,000 principal amount of Notes for all Conversion Dates occurring subsequent to delivery
of such notice.


 






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


 





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


 


(B)            if
the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay
to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum
of the Daily Conversion Values for each of the 25 consecutive VWAP Trading Days during the related Observation Period; and


 


(C)            if
the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination
Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal
amount of Notes being converted a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive
VWAP Trading Days during the related Observation Period (plus cash in lieu of any fractional share of Common Stock issuable upon
conversion).


 


If
more than one Note shall be surrendered for conversion at any 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 hereby) so surrendered.


 


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


 






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      (b)             (i)           To
convert a beneficial interest in a Global Note (which conversion is irrevocable), the holder of such beneficial interest must:


 


(A)            comply
with the Applicable Procedures;


 


(B)             if
required, pay funds equal to all documentary, stamp or similar issue or transfer tax owed as set forth in Section 14.02(d) and
Section 14.02(e); and


 





(C)             if
required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set
forth in Section 14.02(g); and


 


(ii)           To
convert a Certificated Note, the Holder must:


 


(A)            complete,
sign (by manual, electronic or facsimile signature) and deliver an irrevocable notice to the Conversion Agent as set forth in
the Form of Notice of Conversion (or a facsimile or delivery by electronic mail of a pdf thereof) (a “Notice of
Conversion”) and such Note to the Conversion Agent;


 


(B)             if
required, furnish appropriate endorsements and transfer documents;


 


(C)             if
required, pay funds equal to all documentary, stamp or similar issue or transfer tax owed as set forth in Section 14.02(d) and
Section 14.02(e); and


 


(D)            if
required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set
forth in Section 14.02(g).


 


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 or, if notice on such date is not feasible given the nature of the conversion, promptly
thereafter.


 


If
a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such
Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global
Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03.
If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and
convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding
the relevant Fundamental Change Repurchase Date. If the Company has designated a Redemption Date pursuant to Section 16.02,
a Holder that complies with the requirements for conversion set forth in this Section 14.02(b) shall be deemed to have
delivered a notice of its election not have its Notes so redeemed.


 


(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 Section 14.02(b).


 






    64


     


    

 


Subject
to the next paragraph and the provisions of Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver,
as the case may be, the Settlement Amount due in respect of the Conversion Obligation no later than:


 





(i)            the
second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement; or


 


(ii)            the
second Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, if the Company elects
Cash Settlement or if the Company elects or is deemed to elect Combination Settlement.


 


If
any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to such Holder,
or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary, as the case may be,
for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion
Obligation.


 


(d)            In
case any Certificated Note shall be surrendered for partial conversion, in $1,000 principal amount or an integral multiple of
$1,000 in excess thereof, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order
of the Holder 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
issuance of any shares of Common Stock upon conversion of such Note, unless the tax is due because the Holder requests such shares
to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may
refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s
name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately
preceding sentence.


 


(f)            Upon
the conversion of an interest in a Global Note, the Trustee, or the Custodian of the Global Note at the direction of the Trustee,
shall make a notation in the books and records of the Trustee and Depositary 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.


 


(g)           Upon
conversion of a Note, the converting Holder shall not receive any separate cash payment representing accrued and unpaid interest,
if any, except as set forth in the paragraph below. The Company’s payment or delivery, as the case may be, of the Settlement
Amount upon conversion of any Note shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and
accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest,
if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished
or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest shall
be deemed to be paid first out of the cash paid upon such conversion.


 






    65


     


    

 





Notwithstanding
the immediately preceding paragraph, if Notes are converted after the close of business on a Regular Record Date for the payment
of interest, but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes at the
close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding
Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business
on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds
equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment Date (regardless of whether
the converting Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment need be
made:


 


(i)            if
the Notes are surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date;


 


(ii)            if
the Notes surrendered for conversion are subject to Redemption by the Company on a Redemption Date that is after a Regular Record
Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date;


 


(iii)            if
the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business
Day immediately following the corresponding Interest Payment Date; or


 


(iv)            to
the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.


 


For
the avoidance of doubt, all Holders on the Regular Record Date immediately preceding the Maturity Date, any Redemption Date as
described in clause (ii) above, and any Fundamental Change Repurchase Date shall receive and retain the full interest payment
due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted following
such Regular Record Date.


 


(h)            The
Person in whose name any shares of Common Stock delivered upon conversion is registered shall become the holder of record of such
shares as of the close of business on (i) the relevant Conversion Date if the Company elects Physical Settlement or (ii) the
last VWAP Trading Day of the relevant Observation Period if the Company elects or is deemed to elect Combination Settlement. Upon
a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion; provided that
(a) the converting Holder shall have the right to receive the Settlement Amount due upon conversion and (b) in the case
of a conversion between a Regular Record Date and the corresponding Interest Payment Date, the Holder as of the close of business
on such Regular Record Date shall have the right to receive the interest payable on such Interest Payment Date, in accordance
with Section 14.02(g).


 






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


 


(j)            Upon
surrender by a Holder of its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion
Date, such Notes to a financial institution designated by the Company (the “Designated Financial Institution”)
for exchange in lieu of conversion by the Company. In order to accept any Notes surrendered to the Company for conversion, the
Designated Financial Institution must agree to timely deliver, in exchange for such Notes, cash, shares of Common Stock or combination
thereof, at the Company’s election, that would otherwise be due upon conversion, all as provided in Section 14.02(a) (the
 “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of
business on the second Business Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering
Notes for conversion and the Trustee that the Company has made an Exchange Election and shall notify the Designated Financial
Institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for delivery
of the relevant Conversion Consideration.


 


If
the Designated Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares
of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or
deliver such cash and/or shares of Common Stock to such Holder on the third Business Day immediately following the relevant Conversion
Date. Any Notes exchanged by the Designated Financial Institution shall remain outstanding, subject to the Applicable Procedures.
If the Designated Financial Institution agrees to accept any Notes for exchange but does not timely deliver the related Conversion
Consideration, or if such Designated Financial Institution does not accept the Notes for exchange, the Company shall convert the
Notes and deliver the relevant Conversion Consideration as described in Section 14.02.


 


The
Company’s designation of a Designated Financial Institution does not require such Designated Financial Institution to accept
any Notes. The Company may, but shall not be obligated to, enter into a separate agreement with any Designated Financial Institution
that would compensate it for any such transaction.


 






    67


     


    

 


Section 14.03.
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption.


  


(a)            (i) If
the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a
Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects
to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the
circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by
a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03.
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 (or, in the case of a Global Note, the relevant notice of conversion in accordance with the
Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Effective Date of
the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding 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 (x) the
proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading
Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption
pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption
if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close
of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to
pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company
shall increase the Conversion Rate pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect
to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes
not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16,
Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.


 


(b)            Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Redemption, the Company shall,
at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance
with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided,
however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of
the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of
such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction
and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate
(including any increase in the Conversion Rate required by this Section 14.03), multiplied by (ii) such Stock
Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following
the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the
Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press
release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective
Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).


 






    68


     


    




 


(c)            The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on (i) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental
Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (the “Effective
Date”) and (ii)(x) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share
of the Common Stock in the Make-Whole Fundamental Change, as provided for in Section 14.03(c), or, (y) in the case of
a Redemption, the Redemption Reference Price (the “Stock Price”). If the holders of the Common Stock receive
only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price
shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the
Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date
of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good
faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment
to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period.


 


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


 


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


 


	 	 	Stock Price	 
	Effective Date	 	$12.50	 	 	$14.00	 	 	$15.00	 	 	$17.00	 	 	$19.50	 	 	$25.00	 	 	$30.00	 	 	$35.00	 	 	$40.00	 	 	$45.00	 	 	$50.00	 	 	$55.00	 	 	$60.00	 
	April 28, 2020	 	 	13.3333	 	 	 	11.2800	 	 	 	9.7340	 	 	 	7.3694	 	 	 	5.3333	 	 	 	2.7860	 	 	 	1.6037	 	 	 	0.9271	 	 	 	0.5225	 	 	 	0.2751	 	 	 	0.1252	 	 	 	0.0402	 	 	 	0.0032	 
	May 1, 2021	 	 	13.3333	 	 	 	11.2800	 	 	 	9.7340	 	 	 	7.3694	 	 	 	5.2533	 	 	 	2.6556	 	 	 	1.4867	 	 	 	0.8354	 	 	 	0.4558	 	 	 	0.2296	 	 	 	0.0970	 	 	 	0.0256	 	 	 	0.0000	 
	May 1, 2022	 	 	13.3333	 	 	 	11.2800	 	 	 	9.7340	 	 	 	7.2071	 	 	 	5.0067	 	 	 	2.4064	 	 	 	1.2900	 	 	 	0.6926	 	 	 	0.3578	 	 	 	0.1671	 	 	 	0.0620	 	 	 	0.0115	 	 	 	0.0000	 
	May 1, 2023	 	 	13.3333	 	 	 	11.2800	 	 	 	9.6000	 	 	 	6.8065	 	 	 	4.5513	 	 	 	2.0208	 	 	 	1.0103	 	 	 	0.5026	 	 	 	0.2345	 	 	 	0.0924	 	 	 	0.0226	 	 	 	0.0002	 	 	 	0.0000	 
	May 1, 2024	 	 	13.3333	 	 	 	11.0064	 	 	 	8.9400	 	 	 	5.9965	 	 	 	3.7431	 	 	 	1.4428	 	 	 	0.6383	 	 	 	0.2760	 	 	 	0.1040	 	 	 	0.0249	 	 	 	0.0002	 	 	 	0.0000	 	 	 	0.0000	 
	May 1, 2025	 	 	13.3333	 	 	 	9.6379	 	 	 	7.3420	 	 	 	4.3053	 	 	 	2.2764	 	 	 	0.6412	 	 	 	0.2220	 	 	 	0.0686	 	 	 	0.0105	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	May 1, 2026	 	 	13.3333	 	 	 	4.7618	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 






    69


     


    

 


The
exact Stock Price or Effective Date may not be set forth in the table above, in which case:


 


(i)            if
the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the
number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation
between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates
in the table above, as applicable, based on a 365- or 366-day year, as the case may be;


 


(ii)            if
the Stock Price is greater than $60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above), no Additional Shares shall be added to the Conversion Rate; and


 


(iii)            if
the Stock Price is less than $12.50 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding
the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 80.0000 shares of Common Stock,
subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.


 


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


 


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


 


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


 


 


 


where,


 


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



 






    70


     


    

 


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



 





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



 


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



 


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


 


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


 





 


where,


 


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



 


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



 


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



 


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



 


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



 






    71


     


    

 


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


 


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


 


(c)            If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or
rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common
Stock, excluding:


 


(i)            dividends,
distributions or issuances as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b);


 


(ii)            rights
issued under a stockholder rights plan (except as set forth in this Section 14.04(c));


 


(iii)            dividends
or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 14.04(d);


 


(iv)            any
dividends and distributions in connection with a Specified Corporate Event described in Section 14.07; and


 


(v)            Spin-Offs
as to which the provisions set forth 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:


 






    72


     


    

 








 


where,


 


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



 


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



 


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



 


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



 


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


 


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


 






    73


     


    

 


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


 





 


where,


 


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



 





		CR1	=	the
                                         Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date
                                         for such distribution;



 


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



 


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



 


The
increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of
the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable,
if the relevant Conversion Date occurs during the Valuation Period, the references to “10” in the preceding paragraph
shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off
and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement
or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion
and within the Valuation Period, the references to “10” in the preceding paragraph shall be deemed to be replaced
with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such Trading Day in
determining the Conversion Rate as of such Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the 10th
Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references
to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely
in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date
for the Spin-Off to, and including, the last Trading Day of such Observation Period. If such Spin-Off does not occur, the Conversion
Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared, effective
as of the date the Board of Directors determines not to consummate such Spin-Off.


 


For
purposes of this Section 14.04(c) (and subject in all respect to Section 14.11),
rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase
shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights,
options or warrants, until the occurrence of a specified event or events (“Trigger Event”):


 


(i)            are
deemed to be transferred with such shares of the Common Stock;


 


(ii)            are
not exercisable; and


 






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(iii)            are
also issued in respect of future issuances of the Common Stock,


 


shall be deemed not to
have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will
be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c).
If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall
be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights
(in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise
by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants,
or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was
made:


 


(A)            in
the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders
thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or
warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution,
deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption
or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such
holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or
purchase, and


 


(B)            in
the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof,
the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.


 


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


 


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


 


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


 


then:


 






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(A)            such
dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend
or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any
Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be
made; and


 





(B)            the
Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion
Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made,
except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause
B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock
included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior
to the open of business on such Ex-Dividend Date or effective date” within the meaning of Section 14.04(a) or
 “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b).


 


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


 


 





 


where,


 


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



 


		CR1	=	the
                                         Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date
                                         for such dividend or distribution;



 


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



 


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



 


Any
increase made pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the
Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall
be decreased, effective as of the date the 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.


 






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Notwithstanding
the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above),
in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same
time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received
if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the open of
business on the Ex-Dividend 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 Common Stock, to the extent
that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of
the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the
Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer
(such date, the “Expiration Date”), the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


		CR0	=	the
                                         Conversion Rate in effect immediately prior to the close of business on the 10th Trading
                                         Day immediately following, and including, the Trading Day next succeeding the Expiration
                                         Date;



 


		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 Expiration
                                         Date;



 


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



 


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



 


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



 


		SP1	=	the
                                         average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive
                                         Trading Day period commencing on, and including, the Trading Day next succeeding the
                                         Expiration Date.



 






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


 





In
the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender
offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such
purchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate that
would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases
that have been effected. For the avoidance of doubt, for purposes of this Section 14.04(e), the term “tender offer”
is used as such term is used in the Exchange Act and the term “exchange offer” means an exchange offer that constitutes
a tender offer.


 


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


 


(g)            All
calculations and other determinations under this Article 14 shall be made by the Company and all adjustments to the Conversion
Rate shall be made to the nearest one-ten thousandth (1/10,000th) of a share. Notwithstanding anything in this Article 14
to the contrary, the Company shall not be required to adjust the Conversion Rate unless the adjustment would result in an increase
or decrease of at least 1.0% to the Conversion Rate. However, the Company shall carry forward, and take into account in any future
adjustment, any adjustments that are less than 1.0% of the Conversion Rate, and make such carried-forward adjustments, regardless
of whether the aggregate amount of such adjustments is less than 1.0% (a) on the effective date of any Fundamental Change
or the Effective Date of a Make-Whole Fundamental Change, (b) on the Conversion Date for any Notes (in the case of Physical
Settlement), (c) on each VWAP Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement)
and (d) on the Redemption Notice Date.


 






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(h)            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 applicable law and subject to the applicable rules of The New York Stock Exchange, the Company from time
to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines
that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject
to the applicable rules of The New York Stock Exchange, the Company may also (but is not required to) increase the Conversion
Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection
with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever
the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall send 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.


 


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


 


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


 


(k)            The
Company shall not adjust the Conversion Rate except as stated in this Indenture, including, for the avoidance of doubt, for the
issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right
to purchase shares of Common Stock or such convertible or exchangeable securities. In addition, notwithstanding anything to the
contrary in this Article 14, the Conversion Rate shall not be adjusted:


 






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


 


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


 


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


 


(iv)       
     for ordinary course of business stock repurchases that are not tender offers
referred to in Section 14.04(e), including structured or derivative transactions or pursuant to a stock repurchase program
approved by the Board of Directors;


 


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


 


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


 


Section 14.05. Adjustments of
Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily
VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period
and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change or a Notice of Redemption), 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 Ex-Dividend Date, Effective Date or expiration
date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion
Values or the Daily Settlement Amounts are to be calculated.


 


Section 14.06. Shares to Be Fully
Reserved. The Company shall reserve, on or prior to the date of this Indenture, and from time to time as may be necessary,
out of its authorized but unissued shares, sufficient shares of Common Stock to provide for 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 shares, all such
Notes would be converted by a single Holder and that Physical Settlement is applicable, and including the maximum number of Additional
Shares that could be included in the Conversion Rate for a conversion in connection with a Make-Whole Fundamental Change or Notice
of Redemption).


 


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


 


(a)            In
the case of:


 


(i)            any
recapitalization, reclassification or change of the Common Stock (other than a change from no par value to par value, a change
in par value or a change from par value to no par value, or changes resulting from a subdivision or combination);


 






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


 


(iii)            any
sale, lease or other transfer or disposition to a third party of all or substantially all of the Company’s and its Subsidiaries’
consolidated assets, taken as a whole; or


 


(iv)            any
statutory share exchange,


 


in each case, as a result of which the Common Stock would be
converted into, or exchanged for stock, other securities, other property or assets (including cash or any combination thereof)
(any such event, a “Specified Corporate Event” and any such stock, other securities, other property or assets
(including cash or any combination thereof), “Reference Property” and the amount of Reference Property that
a holder of one share of the Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive
upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), then the Company, or
the successor or purchasing corporation, Permitted Limited Liability Company or Permitted Partnership, as the case may be, will
execute with the Trustee, without the consent of the Holders, a supplemental indenture providing that, at and after the effective
time of the Specified Corporate Event, the right to convert each $1,000 principal amount of Notes will be changed into a right
to convert such principal amount of Notes into the kind and amount of Reference Property that a holder of a number of shares of
the Common Stock equal to the Conversion Rate immediately prior to such Specified Corporate Event would have been entitled to
receive upon such Specified Corporate Event; provided, however, that at and after the effective time of such Specified
Corporate Event:


 


(A)            the
Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon
conversion of Notes in accordance with Section 14.02; and


 


(B)            (I) any
amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash,
(II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance
with Section 14.02 shall instead be deliverable in the Units of Reference Property that a holder of that number of shares
of Common Stock would have received in such Specified Corporate Event and (III) the Daily VWAP shall be calculated based
on the value of a Unit of Reference Property; provided, however, that if the holders of Common Stock receive only cash
in such Specified Corporate Event, then for all conversions that occur after the effective date of such Specified Corporate Event
(x) the consideration due upon conversion of each $1,000 principal aggregate amount of Notes shall be solely cash in an amount
equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03),
multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Company shall
satisfy the Conversion Obligation by paying such cash to the converting Holder on the second Business Day immediately following
the Conversion Date.


 






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If the Specified Corporate Event causes
the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined
based in part upon any form of stockholder election), then the Reference Property into which the Notes shall be convertible shall
be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company
shall notify, in writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average
of the types and amounts of consideration received by the holders of Common Stock as soon as practicable after such determination.


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this Article 14. If the Reference Property in respect of any such Specified
Corporate Event includes shares of stock, other securities or other property or assets (including any combination thereof) of
an entity other than the Company or the successor or purchasing corporation, Permitted Limited Liability Company or Permitted
Partnership, as the case may be, in such Specified Corporate Event, then such other entity, if it is a party to such Specified
Corporate Event, shall also execute such supplemental indenture, and such supplemental indenture shall contain such additional
provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their
Notes upon a Fundamental Change in accordance with Article 15, as the Board of Directors shall reasonably consider necessary
by reason of the foregoing.


 


(b)            In
the event the Company shall execute a supplemental indenture pursuant to Section 14.07(a), the Company shall furnish to the
Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or other assets
(including any combination thereof) that will comprise the Reference Property after any such Specified Corporate Event, any adjustment
to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly send notice thereof
to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be sent 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)            If
the Notes become convertible into Reference Property, the Company shall notify the Trustee and issue a press release containing
the relevant information, disclose the relevant information in a Current Report on Form 8-K or post such information on the
Company’s website.


 


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


 






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(e)            [Reserved].


 


(f)            The
above provisions of this Section shall similarly apply to successive Specified Corporate Events.


 


Section 14.08. Certain Covenants.


 


(a)            The
Company covenants that all shares of Common Stock issued upon conversion of Notes shall be duly authorized, fully paid and non-assessable
and free from all preemptive or similar rights of any securityholder of the Company and, except for any transfer taxes payable
by the Company or a Holder, as the case may be, pursuant to Sections 14.02(d) and 14.02(e), free from all documentary, stamp
or similar issue or transfer taxes, liens and charges as the result of any action by the Company.


 


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


 


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


 


Section 14.09. Responsibility
of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder
to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including
any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same.
The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount)
of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion
of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee
nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common
Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion
or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting
the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either
to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion
of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company
shall be obligated to furnish to the Trustee prior to the execution of any such supplemental indenture) with respect thereto.
Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has
occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee
and the Conversion Agent (if other than the Trustee) the notices referred to in Section 14.01(b) with respect to the
commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent (if other than the
Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent (if other
than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).
The parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article 14 shall be in writing
or as otherwise provided herein.


 






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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)            Specified
Corporate 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 furnished to the Trustee and the Conversion
Agent (if other than the Trustee) and to be sent 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 Common Stock of record are to be determined for the purposes of such action by
the Company or one of its Subsidiaries, or (ii) the date on which such Specified Corporate Event, or any dissolution, liquidation
or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Specified Corporate
Event, dissolution, liquidation or winding-up; provided, however, that if on such date, the Company does not have
knowledge of such event or the adjusted Conversion Rate cannot be calculated, the Company shall deliver such notice as promptly
as practicable upon obtaining knowledge of such event or information sufficient to make such calculation, as the case may be,
and in no event later than the effective date of such adjustment. 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, Specified Corporate Event, dissolution,
liquidation or winding-up.


 


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


 






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Article 15

Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.


 


Section 15.02. Repurchase at Option
of Holders Upon a Fundamental Change. (a) If a Fundamental
Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require
the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal
to $1,000 or an integral multiple of $1,000 in excess thereof, on the date (the “Fundamental Change Repurchase Date”)
specified by the Company that is not less than 20 nor more than 35 calendar days following the date of the Fundamental Change
Company Notice (subject to extension to comply with applicable law), at a repurchase price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon to, but not including, 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 purchased pursuant to this Article 15.


 


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


 


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


 


(ii)            delivery
of the Notes, if the Notes are Certificated Notes, to the Paying Agent on or before the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date (together with all necessary endorsements for transfer) at the Corporate
Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the Applicable
Procedures, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 






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


 


A.            in
the case of Certificated Notes, the certificate numbers of the Notes to be delivered for repurchase;


 


B.            the
portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple of $1,000 in excess thereof;
and


 


C.            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 the Applicable Procedures.


 


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


 


If a Holder has already delivered a Fundamental
Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has
validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable
Procedures with respect to such a withdrawal) in accordance with the terms of 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 and the Paying Agent (if 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.


 


Each Fundamental Change Company Notice shall specify:


 


(i)              the
events causing the Fundamental Change;


 


(ii)             the
effective date of the Fundamental Change;


 


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


 


(iv)            the
Fundamental Change Repurchase Price;


 






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(v)             the
Fundamental Change Repurchase Date;


 


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


 


(vii)           the
Conversion Rate and any adjustments to the Conversion Rate;


 


(viii)          that
the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if
the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture (or, in the case
of a Global Note, complies with the Applicable Procedures with respect to such a withdrawal);


 


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


 


(x)             the
CUSIP numbers and the statement required in Section 2.09 hereto.


 


Simultaneously with providing such Fundamental
Change Company Notice, the Company shall issue a press release containing such information, disclose the information in a Current
Report on Form 8-K or post such information on the Company’s website.


 


At the Company’s written 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 Fundamental Change Company Notice shall be prepared by the Company. In such a case, the Company
shall deliver such notice to the Trustee at least three Business Days prior to the date that the notice is required to be given
to the Holders (unless a shorter notice period shall be agreed to by the Trustee), together with Officer’s Certificate requesting
that the Trustee give such notice.


 


Such notice shall be delivered to the Trustee,
to the Paying Agent (if other than the Trustee) and to each Holder at its address shown in the Note Register (and to the beneficial
owner as required by applicable law) or, in the case of Global Notes, in accordance with the Applicable Procedures.


 


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.


 


(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 Certificated 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 Applicable Procedures shall be deemed to have been cancelled, and, upon such return or cancellation,
as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.


 






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Notwithstanding anything to the contrary
in this Section 15.02, the Company shall not be required to repurchase, or to make an offer to repurchase, Notes upon a Fundamental
Change if:


 


(i)            a
third party makes the offer in the manner, at the times, and otherwise in compliance with the requirements set forth in this Indenture
applicable to an offer by the Company to repurchase Notes upon a Fundamental Change and such third party purchases all Notes validly
tendered and not withdrawn upon such offer in the manner and otherwise in compliance with such requirements; or


 


(ii)            pursuant
to clause (b) of the definition thereof (or a Fundamental Change pursuant to clause (a) which also results in a Fundamental
Change pursuant to clause (b)), if (i) such Fundamental Change results in the Notes becoming convertible (pursuant to the
provisions described in Section 14.07) into an amount of cash per Note that is greater than (x) the Fundamental Change
Repurchase Price (assuming the maximum amount of accrued interest would be payable based on the latest possible Fundamental Change
Repurchase Date), plus (y) to the extent that the 35th Trading Day immediately following the effective date of such
Fundamental Change is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding
Interest Payment Date, the full amount of interest payable per Note on such Interest Payment Date and (ii) the Company provides
timely notice of the Holders’ right to convert their Notes based on such Fundamental Change as described in Section 14.01(b)(iii) (the
requirements set forth in clauses (i) and (ii) of this Section 15.02(d), the “Adequate Cash Conversion
Provisions”).


 


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


 


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


 


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


 


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


 


provided, however, that if the Notes are Global
Notes, the withdrawal notice must comply with the Applicable Procedures.


 






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


 


(b)            If
by 10:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed
by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such
Fundamental Change Repurchase Date or any applicable extension thereof, then, with respect to Notes that have been properly surrendered
for repurchase and have not been validly withdrawn:


 


(i)            such
Notes shall cease to be outstanding and interest shall cease to accrue on such Notes on such Fundamental Change Repurchase Date
or any applicable extension thereof (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 on the Fundamental Change Repurchase Date (other than (x) the right
to receive the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Regular
Record Date but on or prior to the related Interest Payment Date, the right of the Holder on such Regular Record Date to receive
the accrued and unpaid interest to, but not including, the Fundamental Change Repurchase Date).


 


(c)            Upon
surrender of a Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased
portion of the Note surrendered, without payment of any service charge.


 


Section 15.05. Covenant to Comply
with Applicable Laws Upon Repurchase of Notes. 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 that may
then be applicable; and


 






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


 


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. To the extent that any securities
laws and regulations conflict with the provisions of this Indenture with respect to the repurchase of Notes, the Company shall
be deemed not to be in breach of this Indenture as a result of compliance therewith.


 


Article 16

Redemption


 


Section 16.01. Right of the Company
to Redeem the Notes.


 


The Notes shall not
be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided
for the Notes.


 


Subject to the terms of this Article 16,
on or after May 5, 2023 and prior to February 1, 2026, the Company has the right, at its election, to redeem all, or
any portion in a minimum principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof, of the
Notes, for cash equal to the Redemption Price on a Redemption Date, upon giving notice as specified in Section 16.02, if
the Last Reported Sale Price per share of the Common Stock has been at least 130% of the Conversion Price then in effect for at
least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date,
during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice
Date.


 


Section 16.02. Notice of Redemption


 


(a)            To
call any Notes for Redemption pursuant to Section 16.01, the Company shall fix a date for Redemption (a “Redemption
Date”) and the Company shall send or cause to be sent a notice of such Redemption (a “Notice of Redemption”)
not less than 30 nor more than 45 Scheduled Trading Days prior to the Redemption Date (provided that if the Company specifies
in the Notice of Redemption that the Company elects Physical Settlement of any Notes called for Redemption and submitted for conversion
on or after the Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day prior to the related
Redemption Date, the Company may give not less than 15 nor more than 30 calendar days’ written notice) to each Holder of
Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that if the Company shall
give a Notice of Redemption, it shall also give a written notice of the Redemption Date to the Trustee and the Paying Agent. The
Company shall issue a press release through such national newswire service as the Company then uses containing the information
set forth in the Notice of Redemption. A Redemption Date must be a Business Day of the Company’s choosing that is no more
than 45, nor less than 30, Scheduled Trading Days after the Redemption Notice Date (provided that if the Company specifies in
the Notice of Redemption that the Company elects Physical Settlement of any Notes called for Redemption and submitted for conversion
on or after Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day prior to the related
Redemption Date, the Redemption Date shall be a Business Day of the Company’s choosing that is no more than 30, nor less
than 15, calendar days after the Redemption Notice Date).


 






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


 


(c)            Each
Notice of Redemption shall specify:


 


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


 


(ii)             the
Redemption Date for such Redemption;


 


(iii)            the
Redemption Price per $1,000 principal amount of Notes for such Redemption (and the amount, manner and timing of any interest payment
payable pursuant to Section 16.01);


 


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


 


(v)             in
case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the
Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be
issued;


 


(vi)            that
Notes called for Redemption must be delivered to the Paying Agent (in the case of Certificated Notes) or the Applicable Procedures
must be complied with (in the case of beneficial interests in Global Notes) for the Holder thereof to be entitled to receive the
Redemption Price;


 


(vii)           that
on the Redemption Date, the Redemption Price shall become due and payable upon each Note to be redeemed, and that, unless the
Company defaults in the payment of the Redemption Price, the interest thereon, if any, shall cease to accrue on and after the
Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption
Date to receive interest payable pursuant to Section 16.01);


 


(viii)          that
Holders may surrender their Notes called for Redemption for conversion at any time on or after the Redemption Notice Date to the
close of business on the second Scheduled Trading Day immediately preceding the Redemption Date or, if the Company fails to pay
the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;


 






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(ix)            the
procedures a converting Holder must follow to convert its Notes called for Redemption and, if the Company chooses to elect a Settlement
Method for any such exchanges, the relevant Settlement Method;


 


(x)             the
Conversion Rate and, if applicable, the number of shares of Common Stock added to the Conversion Rate in accordance with Section 14.03;
and


 


(xi)            the
CUSIP, ISIN or other similar numbers, if any, assigned to such Notes.


 


A Notice of Redemption shall be irrevocable. In the case of
a Redemption, a Holder may convert any or all of its Notes called for Redemption at any time on or after the Redemption Notice
Date to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date or, if the Company
fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price.


 


Section 16.03. Payment of Notes
Called for Redemption


 


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


 


(b)            Prior
to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee (or other Paying Agent appointed
by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04)
an amount of cash sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to
receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes.
The Trustee (or other Paying Agent appointed by the Company) shall, promptly after such payment and upon written demand by the
Company, return to the Company any funds in excess of the Redemption Price.


 


Section 16.04. Selection, Conversion
and Transfer of Notes to be Redeemed in Part


 


If less than all Notes then outstanding are called
for Redemption, then:


 


(a)            the
Notes to be redeemed shall be selected by the Trustee as follows: (1) in the case of Global Notes, in accordance with the
Applicable Procedures; and (2) in the case of Certificated Notes, by lot or pro rata; and


 


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


 


In the event of any Redemption, the Company shall not be required
to (x) issue, register the transfer of or exchange any Notes during the 15 calendar day period prior to the relevant Redemption
Notice Date or (y) 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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Section 16.05. Restrictions on
Redemption.


 


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


 


Section 16.06. Increased Conversion
Rate Applicable to Notes Called for Redemption Surrendered for Conversion in Connection with a Notice of Redemption.


 


If a Holder of Notes called for Redemption
elects to convert its Notes in connection with a Notice of Redemption pursuant to Section 14.01(b)(v) and this Article 16,
the Conversion Rate shall be increased by a number of Additional Shares as provided in Section 14.03.


 


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 as set forth in Article 11.


 


Section 17.02. Official Acts by
Successor Entity. 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 in writing (including facsimile and electronic mail in PDF format) and shall be deemed
to have been sufficiently given or made, for all purposes if given or served by being deposited postage prepaid by registered
or certified mail in a post office letter box addressed (until another address is furnished by the Company to the Trustee) to
EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania, 15222, Attention: General Counsel. Any notice,
direction, request or demand hereunder to or upon the Trustee shall be in writing and shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post
office letter box addressed to the Corporate Trust Office.


 






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


 


Any notice or communication delivered or
to be delivered to a Holder of Certificated Notes shall be mailed to it by first class mail, postage prepaid, at its address as
it appears on the Note Register (or sent electronically in PDF format to the e-mail address of such Holder, if any, specified
on the Note Register) and shall be sufficiently given to it if so mailed (or sent, in the case of an electronic transmission)
within the time prescribed. Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered
in accordance with the Applicable Procedures of the Depositary and shall be sufficiently given to it if so delivered within the
time prescribed.


 


Failure to send 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
sent 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 (or electronically
in PDF format), then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


In addition to the foregoing, the Trustee
agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile
transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees
to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third
parties.


 


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. Intentionally Omitted.


 


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, the Company shall furnish to the Trustee an Officer’s
Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied.


 






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Each Officer’s Certificate and Opinion
of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement
that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and
scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) 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 covenant or condition has been complied with; and (iv) a statement
as to whether or not, in the judgment of such Person, such covenant or condition has been complied with.


 


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 such Opinion of Counsel.


 


Section 17.07. Legal Holidays.
If any Interest Payment Date, Fundamental Change Repurchase Date, Redemption Date, Conversion 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 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 17.11, 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 7.06, 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 17.11, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


__________________________,

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

in the within-named Indenture.


 


By: ____________________

Authorized Signatory.


 


Section 17.12. 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. The exchange of copies of this Indenture and of signature pages by facsimile,
electronic or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with
this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 






    96


     


    

 


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 TRANSACTIONS
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 or
this Indenture. These calculations include, but are not limited to, determinations of the Stock Price or Trading Price, the Last
Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued
interest payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith
and, absent manifest error, such calculations shall be final and binding on Holders of Notes, the Trustee and the Conversion Agent.
The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent (if other than the Trustee),
and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of such calculations without independent
verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the written request of that
Holder at the sole cost and expense of the Company. In no event shall the Trustee or the Conversion Agent be charged with knowledge
of or have any duty to monitor Stock Price or Measurement Period. Neither the Trustee nor the Conversion Agent shall have any
responsibility for calculations or determinations of amounts, determining whether events requiring or permitting conversion have
occurred, determining whether any adjustment is required to be made with respect to conversion rights and, if so, how much, or
for the delivery of shares of Common Stock.


 


Section 17.17. U.S.A. Patriot
Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as is required to satisfy
the requirements of the U.S.A. Patriot Act.


 






    97


     


    

 


Section 17.18. FATCA. In order
to enable the Company and the Trustee to comply with its obligation with respect to this Indenture and the Notes under Section 1471
through 1474 of the Code and any Treasury regulations thereunder (“FATCA”) (inclusive of official interpretations
of FATCA promulgated by competent authorities), any applicable agreement entered into pursuant to Section 1471(b) of
the Code and/or any applicable intergovernmental agreement entered into in order to implement FATCA, each of the Company and the
Trustee each agree (i) to provide to one another such reasonable information that is within its possession and is reasonably
requested by the other to assist the other in determining whether it has tax related obligations under FATCA, and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary
to comply with FATCA. The terms of this section shall survive the termination of this Indenture.


 






    98


     


    

 


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


 


	 	EQT CORPORATION
	 	 
	 	By: 	/s/
    David M. Khani
	 	 	Name:  	David M. Khani
	 	 	Title:	Chief Financial Officer



 


[Signature Page to
Indenture]


 






    


     


    

 


	 	The Bank of New York Mellon, as
    Trustee
	 	 
	 	By: 	/s/ Kelly Crosson
	 	 	Name:  	Kelly Crosson
	 	 	Title:	Vice President


 


[Signature Page to Indenture]


 






    


     


    

 






 


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


 


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


 


(2)            AGREES
FOR THE BENEFIT OF EQT CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE 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)            PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR SUCH COMMON STOCK;


 


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


 






    Exhibit A-1


     


    

 


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


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER 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.


 


BY ITS ACQUISITION OF THIS SECURITY OR
ANY INTEREST HEREIN, THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE
ASSETS USED BY SUCH ACQUIRER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF ANY (A) “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) PLAN, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS
SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER
ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR ERISA
(COLLECTIVELY, “SIMILAR LAWS”) OR (C) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY
OF THE FOREGOING DESCRIBED IN CLAUSES (A) AND (B), PURSUANT TO ERISA OR OTHERWISE, OR (2) THE ACQUISITION AND HOLDING
OF THIS SECURITY (OR ANY INTEREST HEREIN) BY SUCH HOLDER WILL NOT CONSTITUTE OR RESULT IN (A) A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.]


 






    Exhibit A-2


     


    

 


EQT
CORPORATION

1.75% Convertible Senior Note due 2026


 


	No. R-[ ]	[Initially]1 $[ ]




 


CUSIP No. [26884LAJ8]2


 


ISIN No.: [US26884LAJ89]


 


EQT Corporation, a corporation duly organized
and validly existing under the laws of the Commonwealth of Pennsylvania (the “Company,” which term includes
any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [CEDE & CO.]3 [ ]4,
or registered assigns, the principal amount [as set forth in the “Schedule of Conversions of Notes” attached hereto]5
[of $[ ]]6 or such other amount as reflected on the
books and records of the Trustee and the Depositary, on May 1, 2026 and interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 1.75% per year from April 28, 2020 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 May 1, 2026, unless earlier redeemed, converted or repurchased.
Accrued interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for a partial
month, on the basis of the number of days actually elapsed in a 30-day month. Interest is payable semi-annually in arrears on each
May 1 and November 1, commencing on November 1, 2020, to Holders at the close of business on the preceding April 15
and October 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth
in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to
interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional
Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03
and any express mention of the payment of Additional Interest in any provision therein and herein shall not be construed as excluding
Additional Interest in those provisions thereof and hereof where such express mention is not made.


 


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


 





 






1
Include if a global note.


2
At such time as the Company delivers to the Trustee the certificate included in Exhibit B to the Indenture, the legend
set forth on the immediately preceding page [Insert if a Global Note: (other than the first paragraph thereof)] pursuant
to Section 2.05(b) of the Indenture shall be deemed removed and the CUSIP and ISIN numbers for this Note shall be deemed to be
26884LAJ8 and US26884LAJ89, respectively.


3
Include if a global note.


4
Include if a certificated note.


5
Include if a global note.


6
Include if a certificated note.



 






    Exhibit A-3


     


    

 


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) upon presentation thereof at the office or agency
designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar
in respect of the Notes and its agency in [ ] as a place where Notes may be presented for payment or for registration of transfer.


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


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


 


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


 


This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been executed by manual, electronic or facsimile signature,
by the Trustee or a duly authorized authenticating agent under the Indenture.


 


[Remainder of page intentionally left
blank]


 






    Exhibit A-4


     


    

 


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


 


	 	EQT corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 









    Exhibit A-5


     


    

 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


THE BANK OF NEW YORK MELLON, as Trustee,


 


certifies that this is one of the Notes described

in the within-named Indenture.


 


By:_______________________________

Authorized Signatory


 






    Exhibit A-1


     


    

 


[FORM OF REVERSE OF NOTE]


 


EQT
corporation

1.75% Convertible Senior Note due 2026


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 1.75% Convertible Senior Notes due 2026 (the “Notes”), limited to
the aggregate principal amount of $500,000,000 all issued under and pursuant to an Indenture, dated as of April 28, 2020 (the
 “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. The Notes represent
the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of outstanding
Notes represented hereby may from time to time be increased or reduced to reflect repurchases, redemptions, cancellations, conversions
or transfers permitted by the Indenture.


 


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


 


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


 


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.


 






    Exhibit A-2


     


    

 


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


 


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


 


Under certain circumstances specified in
the Indenture, the Notes will be subject to redemption by the Company at the Redemption Price.


 


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


 


Subject to the provisions of the Indenture,
the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified
in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to
convert any Notes or portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof, into cash, shares of Common
Stock or a combination of each and shares of Common Stock, at the Company’s election, 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.


 






    Exhibit A-3


     


    

 


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.


 






    Exhibit A-4


     


    

 


SCHEDULE A6


 


SCHEDULE OF CONVERSIONS OF NOTES


 


EQT CORPORATION


 


1.75% Convertible Senior Notes due 2026


 


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


 


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







 





 






6 Include if a global note.


 






    Exhibit A-5


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: EQT Corporation


 


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


 


In the case of Certificated Notes, the certificate
numbers of the Notes to be converted are as set forth below: __________________________


 


	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


 






    Attachment 1-1


     


    

 


Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 


Fill in for registration of shares of Common Stock if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


_________________________


(Name)


 


_________________________


(Street Address)


 


_________________________


(City, State and Zip Code)


 


Please print name and address


 


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


 


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


 


_________________________


Social Security or Other Taxpayer

Identification Number


 






    Attachment 1-2


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE]


 


To: EQT Corporation


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from EQT Corporation (the “Company”) as to the occurrence of a
Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple
of $1,000 in excess 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 Certificated Notes, the certificate
numbers of the Notes to be repurchased are as set forth below: __________________________


 


Dated:     _____________________


 


________________________________


Signature(s)


 


_________________________


 


Social Security or Other Taxpayer

Identification Number


 


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


 


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


 






    Attachment 2-1


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈     To
EQT Corporation or a Subsidiary thereof; or


 


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


 


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


 


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


 






    Attachment 3-1


     


    

 


Dated: ________________________


 


_____________________________________


 


_____________________________________


Signature(s)


 


_____________________________________


Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.


 


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


 






    Attachment 3-2


     


    

 


EXHIBIT B


 


FORM OF FREE TRANSFERABILITY CERTIFICATE


 


[Date]


 


EQT Corporation


625 Liberty Avenue, Suite 1700


Pittsburgh, Pennsylvania 15222

Attention: General Counsel


 


The Bank of New York Mellon, as Trustee

500 Ross Street, 12th Floor


Pittsburgh, Pennsylvania 15262


Attention: Corporate Trust Administration


 


		Re:	1.75% Convertible Senior Notes due 2026



 


Reference is hereby made to the Indenture, dated as of April 28,
2020 (the “Indenture”), between EQT Corporation and the Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


Whereas the Resale Restriction Termination Date with respect
to the 1.75% Convertible Senior Notes due 2026 represented by Global Note CUSIP number 2688LAJ8 and ISIN number US26884LAJ89 (the
 “Notes”) has occurred, the Company hereby instructs you that:


 


(i) the restrictive legend
required by Section 2.05(b) of the Indenture and set forth on the Notes shall be deemed removed from the Notes, in accordance
with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders; and


 


(ii) the Company shall instruct
DTC to change the CUSIP number and ISIN number for the Notes to the unrestricted CUSIP number (26884LAK5) and unrestricted ISIN
number (US26884LAK5), respectively, without further action on the part of Holders.


 


[Signature pages follow]




 


 






    Exhibit B-1


     


    

 


 


	 	EQT CORPORATION 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit B-2