Exhibit 4.1


 







 


2U, INC.


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


as Trustee


 


 






 


 INDENTURE 


 


Dated as of April 23, 2020 


 


 






2.25% Convertible Senior Notes due 2025  


 


 






     


     


    

  


TABLE OF CONTENTS


 


Page


 




	Article 1 Definitions; Rules of Construction	1
	 	 
	Section 1.01.   Definitions	1
	 	 
	Section 1.02.   Other
    Definitions	13
	 	 
	Section 1.03.   Rules
    of Construction	13
	 	 
	Article 2 The Notes	14
	 	 
	Section 2.01.   Form,
    Dating and Denominations	14
	 	 
	Section 2.02.   Execution,
    Authentication and Delivery.	14
	 	 
	Section 2.03.   Initial
    Notes and Additional Notes	15
	 	 
	Section 2.04.   Method
    of Payment	16
	 	 
	Section 2.05.   Accrual
    of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	16
	 	 
	Section 2.06.   Registrar,
    Paying Agent and Conversion Agent	17
	 	 
	Section 2.07.   Paying
    Agent and Conversion Agent to Hold Property in Trust	18
	 	 
	Section 2.08.   Holder
    Lists	18
	 	 
	Section 2.09.   Legends	18
	 	 
	Section 2.10.   Transfers
    and Exchanges; Certain Transfer Restrictions	19
	 	 
	Section 2.11.   Exchange
    and Cancellation of Notes to Be Converted, Redeemed or Repurchased	24
	 	 
	Section 2.12.   Removal
    of Transfer Restrictions	25
	 	 
	Section 2.13.   Replacement
    Notes	25
	 	 
	Section 2.14.   Registered
    Holders; Certain Rights with Respect to Global Notes	26
	 	 
	Section 2.15.   Cancellation	26
	 	 
	Section 2.16.   Notes
    Held by the Company or its Affiliates	26
	 	 
	Section 2.17.   Temporary
    Notes	26
	 	 
	Section 2.18.   Outstanding
    Notes	27
	 	 
	Section 2.19.   Repurchases
    by the Company	28
	 	 
	Section 2.20.   CUSIP
    and ISIN Numbers	28
	 	 
	Article 3 Covenants	28
	 	 
	Section 3.01.   Payment
    on Notes	28
	 	 
	Section 3.02.   Exchange
    Act Reports	28
	 	 
	Section 3.03.   Rule
    144A Information	29
	 	 
	Section 3.04.   Additional
    Interest	29
	 	 
	Section 3.05.   Compliance
    and Default Certificates	30
	 	 
	Section 3.06.   Stay,
    Extension and Usury Laws	30
	 	 
	Section 3.07.   Notes
    Acquired by the Company	30
	 	 
	Section 3.08.   Existence	30
	 	 
	Article 4 Repurchase and Redemption	31
	 	 
	Section 4.01.   No
    Sinking Fund	31
	 	 
	Section 4.02.   Right
    of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	31
	 	 



	Section
    4.03.   Right of the Company to Redeem the Notes	35



 






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	Article 5 Conversion	38
	 	 
	Section 5.01.   Right
    to Convert	38
	 	 
	Section 5.02.   Conversion
    Procedures	42
	 	 
	Section 5.03.   Settlement
    upon Conversion	44
	 	 
	Section 5.04.   Reserve
    and Status of Common Stock Issued upon Conversion	46
	 	 
	Section 5.05.   Adjustments
    to the Conversion Rate	47
	 	 
	Section 5.06.   Voluntary
    Adjustments	58
	 	 
	Section 5.07.   Adjustments
    to the Conversion Rate in Connection with a Make-Whole Fundamental Change	58
	 	 
	Section 5.08.   Exchange
    in Lieu of Conversion	59
	 	 
	Section 5.09.   Effect
    of Common Stock Change Event	60
	 	 
	Article 6 Successors	62
	 	 
	Section 6.01.   When
    the Company May Merge, Etc.	62
	 	 
	Section 6.02.   Successor
    Corporation Substituted	62
	 	 
	Article 7 Defaults and Remedies	63
	 	 
	Section 7.01.   Events
    of Default	63
	 	 
	Section 7.02.   Acceleration	65
	 	 
	Section 7.03.   Sole
    Remedy for a Failure to Report	65
	 	 
	Section 7.04.   Other
    Remedies	66
	 	 
	Section 7.05.   Waiver
    of Past Defaults	66
	 	 
	Section 7.06.   Control
    by Majority	67
	 	 
	Section 7.07.   Limitation
    on Suits	67
	 	 
	Section 7.08.   Absolute
    Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration	67
	 	 
	Section 7.09.   Collection
    Suit by Trustee	68
	 	 
	Section 7.10.   Trustee
    May File Proofs of Claim	68
	 	 
	Section 7.11.   Priorities	68
	 	 
	Section 7.12.   Undertaking
    for Costs	69
	 	 
	Article 8 Amendments, Supplements and Waivers	69
	 	 
	Section 8.01.   Without
    the Consent of Holders	69
	 	 
	Section 8.02.   With
    the Consent of Holders	70
	 	 
	Section 8.03.   Notice
    of Amendments, Supplements and Waivers	71
	 	 
	Section 8.04.   Revocation,
    Effect and Solicitation of Consents; Special Record Dates; Etc.	71
	 	 
	Section 8.05.   Notations
    and Exchanges	72
	 	 
	Section 8.06.   Trustee
    to Execute Supplemental Indentures	72
	 	 
	Article 9 Satisfaction and Discharge	72
	 	 
	Section 9.01.   Termination
    of Company’s Obligations	72
	 	 
	Section 9.02.   Repayment
    to Company	73
	 	 
	Section 9.03.   Reinstatement	73



 






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	Article 10 Trustee	73
	 	 
	Section 10.01.   Duties
    of the Trustee	73
	 	 
	Section 10.02.   Rights
    of the Trustee	75
	 	 
	Section 10.03.   Individual
    Rights of the Trustee	76
	 	 
	Section 10.04.   Trustee’s
    Disclaimer	76
	 	 
	Section 10.05.   Notice
    of Defaults	76
	 	 
	Section 10.06.   Compensation
    and Indemnity	76
	 	 
	Section 10.07.   Replacement
    of the Trustee	77
	 	 
	Section 10.08.   Successor
    Trustee by Merger, Etc.	78
	 	 
	Section 10.09.   Eligibility;
    Disqualification	78
	 	 
	Article 11 Miscellaneous	79
	 	 
	Section 11.01.   Notices	79
	 	 
	Section 11.02.   Delivery
    of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	81
	 	 
	Section 11.03.   Statements
    Required in Officer’s Certificate and Opinion of Counsel	81
	 	 
	Section 11.04.   Rules
    by the Trustee, the Registrar, the Paying Agent and the Conversion Agent	81
	 	 
	Section 11.05.   No
    Personal Liability of Directors, Officers, Employees and Stockholders	81
	 	 
	Section 11.06.   Governing
    Law; Waiver of Jury Trial	81
	 	 
	Section 11.07.   Submission
    to Jurisdiction	82
	 	 
	Section 11.08.   No
    Adverse Interpretation of Other Agreements	82
	 	 
	Section 11.09.   Successors	82
	 	 
	Section 11.10.   Force
    Majeure	82
	 	 
	Section 11.11.   U.S.A.
    PATRIOT Act	83
	 	 
	Section 11.12.   Calculations	83
	 	 
	Section 11.13.   Severability	83
	 	 
	Section 11.14.   Counterparts	83
	 	 
	Section 11.15.   Table
    of Contents, Headings, Etc.	83
	 	 
	Section 11.16.   Withholding
    Taxes	84
	 	 
	Section 11.17.   Foreign
    Account Tax Compliance Act (FATCA)	84


 


Exhibits


 


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




 






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INDENTURE,
dated as of April 23, 2020, between 2U, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington
Trust, National Association, a national banking association, as trustee (the “Trustee”).


 


Each party to this
Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the
Holders (as defined below) of the Notes (as defined below).


 


Article
1 Definitions; Rules of Construction


 


Section
1.01.     Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Common Equity”
of any Person means capital stock of such Person that is generally entitled to (A) 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.


 






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“Common Stock”
means the common stock, $0.001 par value per share, of the Company, subject to Section 5.09.


 


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


 


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


 


“Conversion
Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A)
to convert such Note are satisfied, subject to the provisions described in Section 5.03(C).


 


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


 


“Conversion
Rate” initially means 35.3773 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.


 


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


 


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


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, 1/40th of the product of (A) the Conversion Rate on such VWAP Trading
Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily Maximum
Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified
Dollar Amount applicable to such conversion by (B) 40.


 


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


 






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


 


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


 


“Default
Settlement Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however, that the Company may, from time to time, change the Default Settlement Method by sending
written notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent, subject to Section
5.03(A).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Fundamental
Change” means any of the following events:


 


(A)       a
“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than (x) the Company,
(y) its Wholly Owned Subsidiaries or (z) any employee benefit plans of the Company or its Wholly Owned Subsidiaries files any
report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as
defined below) of shares of the Company’s Common Equity representing more than 50% of the voting power of all of the Company’s
then-outstanding Common Equity, unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response
to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is
not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act;


 


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


 


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


 


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


 






    - 4 - 


     


    

 





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


 


If any transaction in which the Common
Stock is replaced by securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Conversion
Period (or, in the case of a transaction what would have been a Fundamental Change or a Make-Whole Fundamental Change but for
the immediately preceding paragraph, following the effective date of such transaction), references to the Company for purposes
of this definition shall instead be references to such other entity.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Initial
Purchasers” means Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Jefferies
LLC and Credit Suisse Securities (USA) LLC.


 


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


 


“Issue Date”
means April 23, 2020.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Maturity
Date” means May 1, 2025.


 


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


 


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


 


“Notes”
means the 2.25% Convertible Senior Notes due 2025 issued by the Company pursuant to this Indenture.


 






    - 7 - 


     


    

 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date
for such Note occurs on or before November 1, 2024, the 40 consecutive VWAP Trading Days beginning on, and including, the third
VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date the Company has
sent a Redemption Notice calling such Note for Redemption pursuant to Section 4.03(G) and before the related Redemption
Date, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately before such
Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs after November 1, 2024, the 40 consecutive
VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately before the Maturity Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Place of
Payment” means the office or agency of the Paying Agent established pursuant to Section 2.06(A) where Notes may
be presented for payment, which office or agency, for the avoidance of doubt, must be in the contiguous United States.


 


“Purchase
Agreement” means that certain Purchase Agreement, dated April 20, 2020, between the Company and the representatives
of the Initial Purchasers.


 


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


 


“Redemption
Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Redemption.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


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


 


“Shoe Option”
means the Initial Purchasers’ option to purchase up to $50,000,000 aggregate principal amount of additional Notes as provided
for in the Purchase Agreement.


 






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“Significant
Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary”
(as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if
a Subsidiary meets the criteria of clause (3), but not clause (1) or (2), of the definition of “significant subsidiary”
in Rule 1-02(w) of Regulation S-X under the Exchange Act, then such Subsidiary will be deemed not to be a Significant Subsidiary
unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any
non-controlling interests, for the last completed fiscal year before the date of determination exceeds $30,000,000.


 


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


 


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


 


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


 


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


 


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


 






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“Trading
Price” of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash
amount per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for $5,000,000 (or such lesser amount as may
then be outstanding) in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three
nationally recognized independent securities dealers selected by the Company, which may include any of the Initial Purchasers;
provided, however, that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two
such bids are obtained, then the average of the two bids will be used, and if only one such bid can reasonably be obtained by
the Bid Solicitation Agent, then that one bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably
obtain at least one bid for $5,000,000 (or such lesser amount as may then be outstanding) in principal amount of Notes from a
nationally recognized independent securities dealer; (B) the Company is not acting as the Bid Solicitation Agent and the Company
fails to instruct the Bid Solicitation Agent to obtain bids when required; or (C) the Bid Solicitation Agent fails to solicit
bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such Trading Day will be deemed
to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion
Rate on such Trading Day.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









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


 


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


 


“Wholly Owned
Subsidiary” of a Person means any Subsidiary of such Person, determined by reference to the definition of “Subsidiary”
above but with each reference therein to “more than 50%” deemed to be replaced with “100%” for purposes
of this definition; provided, however, that directors’ qualifying shares will be disregarded for purposes
of determining whether any Person is a Wholly Owned Subsidiary of another Person.


 






    - 12 - 


     


    

 


Section
1.02.     Other Definitions.


 


	Term
	Defined
        in Section

	“Additional Shares”	5.07(A)
	“Applicable Tax Law”	11.17
	“Business Combination Event”	6.01(A)
	“Cash Settlement”	5.03(A)
	“Combination Settlement”	5.03(A)
	“Common Stock Change Event”	5.09(A)
	“Conversion Agent”	2.06(A)
	“Conversion Consideration”	 5.03(B)
	“Default Interest”	2.05(B)
	“Defaulted Amount”	2.05(B)
	“Event of Default”	7.01(A)
	“Expiration Date”	 5.05(A)(v)
	“Expiration Time”	 5.05(A)(v)
	“Fundamental Change Notice”	4.02(E)
	“Fundamental Change Repurchase Right”	4.02(A)
	“Initial Notes”	2.03(A)
	“Measurement Period”	5.01(C)(i)(2)
	“Paying Agent”	2.06(A)
	“Physical Settlement”	 5.03(A)
	“Redemption Notice”	4.03(G)
	“Reference Property”	 5.09(A)
	“Reference Property Unit”	5.09(A)
	“Register”	 2.06(B)
	“Registrar”	 2.06(A)
	“Reporting Event of Default”	 7.03(A)
	“Specified Courts”	11.07
	“Spin-Off”	5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	5.05(A)(iii)(2)
	“Stated Interest”	 2.05(A)
	“Successor Corporation”	6.01(A)(i)
	“Successor Person”	 5.09(A)
	“Tender/Exchange Offer Valuation Period”	5.05(A)(v)
	“Trading Price Condition”	5.01(C)(i)(2)
	“Trigger Event”	5.05(A)(iii)(1)


 


Section
1.03.     Rules of Construction.


 


For purposes of this
Indenture:


 


(A)            
“or” is not exclusive;


 


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


 


(C)             
“will” expresses a command;


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 13 - 


     


    

 


(J)               
unless otherwise provided in this Indenture or in any Note, the words “execute,” “execution,” “signed”
and “signature” and words of similar import used in or related to any document to be signed in connection with this
Indenture, any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)
shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping
system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other similar state laws
based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee
is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by
the Trustee pursuant to procedures approved by the Trustee.


 


Article
2 The Notes


 


Section
2.01.     Form, Dating and
Denominations.


 


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


 


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


 


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


 


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


 


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


 


Section
2.02.     Execution, Authentication
and Delivery.


 


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


 


(B)             
Authentication by the Trustee and Delivery.


 


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


 






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


 


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


 


Section
2.03.     Initial Notes and
Additional Notes.


 


(A)            
Initial Notes. On the Issue Date, there will be originally issued $330,000,000 aggregate principal amount of Notes,
subject to the provisions of this Indenture (including Section 2.02). If the Initial Purchasers exercise the Shoe Option,
then there will be originally issued up to an additional $50,000,000 principal amount of Notes pursuant to such exercise, subject
to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes
issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”


 


(B)             
Additional Notes. The Company may, subject to the provisions of this Indenture (including Section 2.02),
originally issue additional Notes with the same terms as the initial Notes (except, to the extent applicable, with respect to
the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and the Last Original
Issue Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same
series of, and rank equally and ratably with all other, Notes issued under this Indenture; provided, however, that
if any such additional Notes are not fungible with other Notes issued under this Indenture for U.S. federal income tax or U.S.
federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number.
Any resale of Notes that the Company repurchases as described in Section 2.19 will be deemed to be an “issuance”
of Notes for purposes of this Section 2.03 (B).


 






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Section
2.04.     Method of Payment.


 


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


 


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


 


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


 


(A)            
Accrual of Interest. Each Note will accrue interest at a rate per annum equal to 2.25% (the “Stated Interest”),
plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively.
Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid
or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate
representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but
excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D)
(but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning
on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close
of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special
Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


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


 






    - 16 - 


     


    

 


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


 


Section
2.06.     Registrar, Paying
Agent and Conversion Agent.


 


(A)            
Generally. The Company will maintain (i) an office or agency in the contiguous United States where Notes may be
presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the contiguous
United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency
in the contiguous United States where Notes may be presented for conversion (the “Conversion Agent”). If the
Company fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance
of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent without prior notice to
Holders.


 


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


 


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


 


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


 






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


 





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


 


Section
2.08.     Holder Lists.


 


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


 


Section
2.09.     Legends.


 


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


 


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


 


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


 


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


 


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


 






    - 18 - 


     


    

 


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


 


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


 


(F)             
Restricted Stock Legend.


 


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


 


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


 


Section
2.10.     Transfers and Exchanges;
Certain Transfer Restrictions.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


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


 


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


 


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


 






    - 19 - 


     


    

 


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


 


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


 


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


 


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


 


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


 


(ix)            
Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary.


 


(x)              
The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant
or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner
or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under
or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary
subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished
by the Depositary with respect to its members, participants and any beneficial owners.


 






    - 20 - 


     


    

 


(B)             
Transfers and Exchanges of Global Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 21 - 


     


    

 





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


 


(C)             
Transfers and Exchanges of Physical Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)              
in the case of a transfer:


 


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


 






    - 22 - 


     


    

 



 


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


 


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


 


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


 


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


 


(ii)             
remove such Restricted Note Legend; or


 


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


 


then the Company, the Trustee and the
Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company,
the Trustee and the Registrar such certificates or other documentation or evidence as the Company, Trustee or Registrar may reasonably
require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other
applicable securities laws; provided, however, that no such certificates, documentation or evidence need be so delivered
(w) on and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that
such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements
as to volume, manner of sale, availability of current public information or notice under the Securities Act; (x) in connection
with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company or one of
its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement under the
Securities Act. All Notes presented or surrendered for registration of transfer or exchange will be duly endorsed, or accompanied
by a written instrument or instruments of transfer in accordance with the Trustee’s customary procedures, and such Notes
will be duly endorsed by the Holder thereof or such Holder’s attorney duly authorized in writing, in each case subject to
the Depositary Procedures in the case of any Global Note. Except as otherwise provided in this Indenture, and in addition to the
requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request
for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially
in the form of the “Transferor Acknowledgement” set forth in Exhibit A.


 






    - 23 -


     


    

 


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


 


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


 


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


 


(B)             
Cancellation of Converted, Redeemed and Repurchased Notes.


 


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


 






    - 24 -


     


    

 


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


 


Section
2.12.     Removal of Transfer
Restrictions.


 


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


 


Section
2.13.     Replacement Notes.


 


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


 


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


 






    - 25 -


     


    

 


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


 


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


 


Section
2.15.     Cancellation.


 


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


 


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


 


In determining whether
the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent or other action
under this Indenture, Notes owned by the Company or any of its Subsidiaries or Affiliates or any Subsidiary of any of its Affiliates
will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is
protected in relying on any such direction, waiver or consent or other action under this Indenture, only Notes that the Trustee
knows are so owned will be so disregarded.


 


Section
2.17.     Temporary Notes.


 


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


 






    - 26 -


     


    

 


Section
2.18.     Outstanding Notes.


 


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


 


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


 


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


 


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


 


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


 






    - 27 -


     


    

 


Section
2.19.     Repurchases by
the Company.


 


Without limiting the
generality of Section 2.15, the Company or its Subsidiaries may, directly or indirectly, from time to time, repurchase
Notes in open-market purchases or otherwise without delivering notice to Holders.


 


Section
2.20.     CUSIP and ISIN
Numbers.


 


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


 


Article
3 Covenants


 


Section
3.01.     Payment on Notes.


 


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


 


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


 


Section
3.02.     Exchange Act Reports.


 


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


 


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


 






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Section
3.03.     Rule 144A Information.


 


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


 


Section
3.04.     Additional Interest.


 


(A)            
Accrual of Additional Interest.


 


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


 


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


 


(2)              
such Note is not otherwise Freely Tradable;


 


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


 


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


 


(B)             
Amount and Payment of Additional Interest. Any Additional Interest that accrues on a Note pursuant to Section
3.04(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a
rate per annum equal to 0.25% of the principal amount thereof for the first 90 days on which Additional Interest accrues and,
thereafter, at a rate per annum equal to 0.50% of the principal amount thereof; provided, however, that in no event
will Additional Interest that may accrue as a result of the Company’s failure to timely file any report (other than Form
8-K reports) that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, together with any Special
Interest, accrue on any day on a Note at a combined rate per annum that exceeds 0.50%. For the avoidance of doubt, any Additional
Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso
of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.


 






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


 


(D)            
The accrual of Additional Interest will be the exclusive remedy available to Holders for the failure of their Notes to
become Freely Tradable.


 


Section
3.05.     Compliance and
Default Certificates.


 


(A)            
Annual Compliance Certificate. Within 120 days after December 31, 2020 and each fiscal year of the Company ending
thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating whether a Default or Event of Default
has occurred during the previous year or is continuing (and, if so, describing all such Defaults or Events of Default and what
action the Company is taking or proposes to take with respect thereto).


 


(B)             
Default Certificate. If a Default or Event of Default occurs, then the Company will promptly deliver an Officer’s
Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.


 


Section
3.06.     Stay, Extension
and Usury Laws.


 


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


 


Section
3.07.     Notes Acquired
by the Company


 


Any Notes that the
Company or any of its Subsidiaries may repurchase will be considered outstanding for all purposes under this Indenture, except
as provided in Section 2.16, unless and until such time the Company surrenders such Notes to the Trustee for cancellation
and, upon receipt of a written order from the Company, the Trustee will cause all Notes so surrendered to be cancelled in accordance
with Section 2.15.


 


Section
3.08.     Existence.


 


Subject to Article
6, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence.


 






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Article
4 Repurchase and Redemption


 


Section
4.01.     No Sinking Fund.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(E)             
Fundamental Change Notice. On or before the 20th calendar day after the occurrence of a Fundamental Change, the
Company will send to each Holder in writing (and to any beneficial owner of a Global Note, if required by applicable law), with
a copy to the Trustee and the Conversion Agent, a notice of such Fundamental Change (a “Fundamental Change Notice”).


 


Such Fundamental Change
Notice must state:


 


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


 


(ii)             
the effective date of such Fundamental Change;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(I)               
No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible
into an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section
4.02, the Company will not be required to send a Fundamental Change Notice pursuant to Section


 






    - 34 -


     


    

 






  


4.02(E), or offer to repurchase or repurchase
any Notes pursuant to this Section 4.02, in connection with a Fundamental Change occurring pursuant to clause (B)(ii) (or
pursuant to clause (A) that also constitutes a Fundamental Change occurring pursuant to clause (B)(ii)) of the definition thereof,
if (i) such Fundamental Change constitutes a Common Stock Change Event whose Reference Property consists entirely of cash in U.S.
dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to Section 5.09(A) and,
if applicable, Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate
principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount
of Notes (calculated assuming that the same includes the maximum amount of accrued interest payable as part of the related Fundamental
Change Repurchase Price); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant
to Section 5.01(C)(i)(3)(b).


 


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


 


provided, however, that,
to the extent that the Company’s obligations pursuant to this Section 4.02 conflict with any law or regulation that
is applicable to the Company and enacted after the Issue Date, the Company’s compliance with such law or regulation will
not be considered to be a Default of such obligations.


 


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


 


Section
4.03.         
Right of the Company to Redeem the Notes.


 


(A)               
No Right to Redeem Before May 5, 2023. The Company may not redeem the Notes at its option at any time before May
5, 2023.


 


(B)               
Right to Redeem the Notes on or After May 5, 2023. Subject to the terms of this Section 4.03, the Company
has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from
time to time, on a Redemption Date on or after May 5, 2023 and on or before the 40th Scheduled Trading Day immediately before
the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per share
of Common Stock exceeds 130% of the Conversion Price on (i) each of at least 20 Trading Days (whether or not consecutive) during
the 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such
Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the calling of
any Notes for Redemption will constitute a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof.


 






    - 35 -


     


    

 


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


 


(D)              
Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that
is no more than 70, nor less than 45, Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided,
however, that if, in accordance with Section 5.03(A)(iii), the Company has elected to settle all conversions of
Notes with a Conversion Date that occurs on or after such Redemption Notice Date and before the related Redemption Date by Physical
Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day no more than 60, nor less than
30, calendar days after such Redemption Notice Date.


 


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


 


(F)               
Notices to Trustee. If the Company elects to redeem Notes pursuant to this Section 4.03, then it will furnish
to the Trustee, at least five calendar days before the related Redemption Notice Date (unless a shorter notice period is satisfactory
to the Trustee), an Officer’s Certificate setting forth the Section of this Indenture pursuant to which the Redemption will
occur, the applicable Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price. If the Registrar
is not the Trustee, then the Company will, concurrently with each Redemption Notice, deliver, or cause the Registrar to deliver,
to the Trustee a certificate (upon which the Trustee may conclusively rely) setting forth the principal amounts of Notes held
by each Holder.


 






    - 36 -


     


    

 


(G)               
Redemption Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes (and to
any beneficial owner of a Global Note, if required by applicable law), the Trustee and the Paying Agent a written notice of such
Redemption (a “Redemption Notice”).


 


Such Redemption Notice
must state:


 


(i)                
that the Notes have been called for Redemption, briefly describing the Company’s Redemption right 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, if the Redemption Date is after a Regular
Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant
to the proviso to Section 4.03(E));


 


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


 


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


 


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


 


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


 


(viii)           
that Notes called for Redemption must be delivered to the Paying Agent (in the case of Physical Notes) or the Depositary
Procedures must be complied with (in the case of Global Notes) for the Holder thereof to be entitled to receive the Redemption
Price; and


 


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


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent. At the Company’s
request, the Trustee will give the Redemption Notice in the Company’s name and at its expense, provided that the
Company delivers to the Trustee, at least five Business Days in the case of Physical Notes and five calendar days in the case
of Global Notes prior to the Redemption Notice Date (unless the Trustee agrees to a shorter period), an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this
Section 4.03(G).


 






    - 37 -


     


    

 


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


 


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


 


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


 


(I)               
Payment of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price
by the time proscribed by Section 3.01(B), the Company will cause (x) the Redemption Price for a Note (or portion thereof)
subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date and (y) interest payable pursuant
to the proviso in Section 4.03(E) to be paid on or before the relevant Interest Payment Date to the Holder at the Close
of Business on the corresponding Regular Record Date.


 


(J)               
Special Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant
to this Section 4.03, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably
not able to determine, before the Close of Business on the 42nd Scheduled Trading Day (or, if, in accordance with Section 5.03(A)(iii),
the Company has irrevocably elected to settle all conversions of Notes with a Conversion Date that occurs on or after the Redemption
Notice Date for such Redemption and before the related Redemption Date by Physical Settlement, the tenth calendar day) immediately
before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant
to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as
applicable, at any time before the Close of Business on the Business Day immediately before such Redemption Date, and each such
conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03 and Sections 5.01(C)(i)(4)
and 5.07.


 


Article
5 Conversion


 


Section
5.01.          
Right to Convert.


 


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


 


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


 


(C)               
When Notes May Be Converted.


 


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


 






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


 


(2)              
Conversion upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five consecutive
Business Days immediately after any ten consecutive Trading Day period (such ten consecutive Trading Day period, the “Measurement
Period”) if the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in
accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than 98% of the product
of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. The
condition set forth in the preceding sentence is referred to in this Indenture as the “Trading Price Condition.”
The Trading Price will be determined by the Bid Solicitation Agent pursuant to this Section 5.01(C)(i)(2) and the definition
of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading
Price of the Notes unless the Company has requested such determination in writing, and the Company will have no obligation to
make such request (or seek bids itself) unless a Holder holding at least $2,000,000 aggregate principal amount of Notes provides
the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the
product of the Last Reported Sale Price per share of Common Stock and the Conversion Rate. If a Holder provides such evidence,
then the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine the Trading
Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal
amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such
Trading Day and the Conversion Rate on such Trading Day. At such time as the Company directs the Bid Solicitation Agent (if not
the Company) in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact
details of three independent nationally recognized securities dealers selected by the Company, and the Company will direct those
securities dealers to provide bids to the Bid Solicitation Agent pursuant to the definition of “Trading Price.” If
the Trading Price Condition has been met as set forth above, then the Company will notify the Holders, the Trustee and the Conversion
Agent of the same. If, on any Trading Day after the Trading Price Condition has been met as set forth above, the Trading Price
per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share
of Common Stock on such Trading Day and the Conversion Rate on such Trading Day, then the Company will notify the Holders, the
Trustee and the Conversion Agent of the same.


 






    - 39 -


     


    

 


(3)              
Conversion upon Specified Corporate Events.


 


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




 


(I)               
distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued
pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of
not more than 60 calendar days after the date such distribution is announced, to subscribe for or purchase shares of Common Stock
at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten consecutive
Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined
in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or


 


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


 


then, in either case, (x) the
Company will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion
Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent
such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately
before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided,
however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send
notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the
same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without
having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product
of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed
in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise
permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected
another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to provide
such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions
of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business
Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution
will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical
Settlement; provided, further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a),
in the case of any separation, from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause
(I) above, in no event will the Company be required to provide such notice before the Business Day after the date the Company
becomes aware of the event causing such separation.


 






    - 40 -


     


    

 


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


 


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


 


(5)              
Conversions During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, November
1, 2024 until the Close of Business on the second Scheduled Trading Day immediately before the Maturity Date.


 


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


 




    - 41 -


     


    

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


 


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


 


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


 


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


 


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


 


Section
5.02.     Conversion Procedures.


 


(A)            
Generally.


 


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


 


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


 


(B)             
Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof),
such Note (or such portion thereof) will be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will
be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to
the extent provided in Section 5.02(D).


 


(C)             
Holder of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion
of any Note will be deemed to become the holder of


 




    - 42 -


     


    

record of such share as of the Close of
Business on (i) the Conversion Date for such conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day
of the Observation Period for such conversion, in the case of Combination Settlement.


 


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


 


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


 


(F)             
Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent
or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify
the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will
cooperate with the Company to determine the Conversion Date for such Note.


 




    - 43 -


     


    

 


	Section 5.03.	Settlement
    upon Conversion.






 


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


 


The Company will have
the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:


 


(i)                
subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November
1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders,
the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November
1, 2024;


 


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


 


(iii)             
if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant
to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion
Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption
Date occurs on or after November 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to clause
(i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after November 1, 2024;


 


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


 


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


 


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


 






    - 44 -


     


    

 


(vii)             
the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a).


 


In addition,
the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then
permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is
on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture,
no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected
(or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable
election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8.
However, the Company may nonetheless choose to execute such an amendment at its option.


 


(B)             
Conversion Consideration.


 


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


 


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


 


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


 


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


 


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


 






    - 45 -


     


    

 


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


 


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


 


(C)             
Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.09, the Company
will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows:
(i) if Cash Settlement or Combination Settlement applies to such conversion, on or before the second Business Day immediately
after the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such
conversion, on or before the second Business Day immediately after the Conversion Date for such conversion; provided, however,
that if Physical Settlement applies to the conversion of any Note with a Conversion Date that is after the Regular Record Date
immediately before the Maturity Date, then, solely for purposes of such conversion, (x) the Company will pay or deliver, as applicable,
the Conversion Consideration due upon such conversion no later than the Maturity Date (or, if the Maturity Date is not a Business
Day, the next Business Day); and (y) the Conversion Date will instead be deemed to be the second Scheduled Trading Day immediately
before the Maturity Date.


 


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


 


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




 


(A)              
Stock Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but
unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all
then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased
by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.


 






    - 46 -


     


    

 



 


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


 


	Section 5.05.	Adjustments to the Conversion
    Rate.




 


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


 


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


 


	CR1 = CR0 ×	OS1
	OS0



 


where:


 


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




 






    - 47 -


     


    

 


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


 


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


 


	CR1 = CR0 ×	OS
    + X
	OS + Y



 


where:


 


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


 


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


 


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



 


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



 


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



 






    - 48 -


     


    

 


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


 


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


 


(iii)           
Spin-Offs and Other Distributed Property.


 


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


 


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


 


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


 


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


 


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


 


(y)       a
distribution solely pursuant to a Tender Offer or Exchange Offer for shares of Common Stock pursuant to Section 5.05(A)(v);
and


 






    - 49 -


     


    

 


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


 




	CR1 = CR0 ×	SP
	SP – FMV


 


 


where:


 


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


 


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


 


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



 


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



 


provided, however,
that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at
the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness,
assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date,
a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.


 


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


 


For purposes of this Section
5.05(A)(iii)(1) (and subject to Section 5.05(F)), 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”): (x) are deemed to be transferred with such Common Stock; (y) are not exercisable;
and (z) are also issued in respect of future issuances of Common Stock, will be deemed not to have been distributed for purposes
of this Section 5.05(A)(iii)(1) (and no adjustment to the Conversion Rate under this Section 5.05(A)(iii)(1) will
be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants will be deemed to
have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate will be made pursuant to this
Section 5.05(A)(iii)(1). If any such right, option or warrant, including any such existing rights, options or warrants
distributed before the Issue Date, 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 will 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 will 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 pursuant to this Section 5.05(A)(iii)(1) was made, (x) in the case of any such rights, options or warrants that have
been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (I) the Conversion
Rate will be readjusted as if such rights, options or warrants had not been issued; and (II) the Conversion Rate will 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 (y) in the case of such rights, options or warrants
that have expired or been terminated without exercise by any holders thereof, the Conversion Rate will be readjusted as if such
rights, options and warrants had not been issued.


 






    - 50 -


     


    

 


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


 


	CR1 = CR0 ×	FMV
    + SP
	SP


 


where:


 


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


 


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


 


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



 


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



 






    - 51 -


     


    

 


Notwithstanding anything to the
contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion
will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off,
then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation
Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such
Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled
pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining
the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days
occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date.


 


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


 


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


 


	CR1 = CR0 ×	SP
	SP – D


 


where:


 


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


 


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


 


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



 


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



 






    - 52 -


     


    

 


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


 


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


 


(v)              
Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender
offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5)
under the Exchange Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other
consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of
Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased
based on the following formula:


 


	CR1 = CR0 ×	AC
    + (SP × OS1)
	OS0 × SP


 


where:


 


	 	CR0	= 	the
    Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation
    Period for such tender or exchange offer;
	 	 	 
	 	CR1	=	the
    Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation
    Period;
	 	 	 
	 	AC	=	the
                                         aggregate value (determined as of the time (the “Expiration Time”) such tender
                                         or exchange offer expires by the Board of Directors) of all cash and other consideration
                                         paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;
	 	 	 
	 	OS0	= 	the
    number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock
    accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	 	OS1	= 	the
    number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted
    for purchase or exchange in such tender or exchange offer); and
	 	 	 
	 	SP	= 	the
                                         average of the Last Reported Sale Prices per of Common Stock over the ten consecutive
                                         Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning
                                         on, and including, the Trading Day immediately after the Expiration Date;



 






    - 53 -


     


    

 


provided, however,
that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided
in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any
VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination
Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes
of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period
will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the
Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for
a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period
for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion,
such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including,
the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.


 


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


 


(B)             
No Adjustments in Certain Cases.


 


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


 






    - 54 -


     


    

 


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


 


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


 


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


 


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


 


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


 


(5)              
solely a change in the par value of the Common Stock; or


 


(6)              
accrued and unpaid interest on the Notes.


 


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


 






    - 55 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 56 -


     


    

 


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


 


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


 


(F)             
Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon the conversion of any Notes
into shares of Common Stock, the person to whom such shares are to be delivered upon conversion will receive, in addition to any
shares of Common Stock received in connection with such conversion, the rights under the stockholder rights plan; provided,
however, that if, prior to any conversion of Notes, the rights pursuant to any such stockholder rights plan have separated
from the shares of Common Stock in accordance with the provisions of such stockholder rights plan, then the Conversion Rate will
be adjusted pursuant to Section 5.05(A)(iii)(1) at the time of separation as if the Company distributed to all or substantially
all holders of Common Stock, shares of its Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants
of the type set forth in such section, subject to readjustment in accordance with such section.


 


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


 


(H)            
Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the
Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values, the Daily Cash Amounts or the Daily Share Amounts over
a span of multiple days (including over an Observation Period and the period, if any, for determining the Stock Price), the Company
will, acting in good faith and in a commercially reasonable manner, make appropriate adjustments, if any, 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, the Daily Cash Amounts or the Daily Share Amounts are to be calculated.


 


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


 






    - 57 -


     


    





  


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


 


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


 


	Section 5.06.	Voluntary
    Adjustments.




 


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


 


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


 


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




 


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


 


	Make-Whole

    Fundamental

    Change Effective	 	 	
 
Stock
                                         Price
 
	 
	Date	 	 	$22.17 	 	 	$25.00	 	 	$28.27	 	 	$32.00	 	 	$36.75	 	 	$50.00	 	 	$75.00	 	 	$100.00	 	 	$150.00	 	 	$250.00	 
	April
    23, 2020	 	 	 	9.7286	 	 	 	7.7484	 	 	 	6.1132	 	 	 	4.8022	 	 	 	3.6664	 	 	 	2.0350	 	 	 	0.9728	 	 	 	0.5736	 	 	 	0.2325	 	 	 	0.0000	 
	May
    1, 2021	 	 	 	9.7286	 	 	 	7.5488	 	 	 	5.7934	 	 	 	4.4213	 	 	 	3.2697	 	 	 	1.7128	 	 	 	0.7951	 	 	 	0.4707	 	 	 	0.1942	 	 	 	0.0000	 
	May
    1, 2022	 	 	 	9.7286	 	 	 	7.2176	 	 	 	5.3215	 	 	 	3.8900	 	 	 	2.7431	 	 	 	1.3250	 	 	 	0.6000	 	 	 	0.3600	 	 	 	0.1518	 	 	 	0.0000	 
	May
    1, 2023	 	 	 	9.7286	 	 	 	6.7252	 	 	 	4.6410	 	 	 	3.1519	 	 	 	2.0490	 	 	 	0.8788	 	 	 	0.3989	 	 	 	0.2457	 	 	 	0.1059	 	 	 	0.0000	 
	May
    1, 2024	 	 	 	9.7286	 	 	 	5.9232	 	 	 	3.5348	 	 	 	2.0238	 	 	 	1.0996	 	 	 	0.4048	 	 	 	0.2003	 	 	 	0.1272	 	 	 	0.0559	 	 	 	0.0000	 
	May
    1, 2025	 	 	 	9.7286	 	 	 	4.6228	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 






    - 58 -


     


    

 


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




 


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


 


(ii)              
if the Stock Price is greater than $250.00 (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $22.17 (subject to adjustment
in the same manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 45.1059
shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and
at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


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


 


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


 


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


 


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


 


	Section 5.08.	Exchange
    in Lieu of Conversion.




 


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


 






    - 59 -


     


    

 


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


 


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


 


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


 


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


 


	Section 5.09.	Effect
    of Common Stock Change Event.




 


(A)            
Generally. If there occurs any:


 


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


 


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


 


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


 


(iv)             
other similar event;


 


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


 






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


 


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


 


(3)               
for these purposes, (i) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of Common
Equity securities listed on a national securities exchange will be determined by reference to the Daily VWAP, substituting, if
applicable, the Bloomberg page for such class of securities in such definition; and (ii) the Daily VWAP of any Reference Property
Unit or portion thereof that does not consist of a class of Common Equity securities, and the or Last Reported Sale Price of any
Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference
Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Company
(or, in the case of cash denominated in U.S. dollars, the face amount thereof).


 


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


 


At or before the effective
time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of
such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental
indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes
in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to
Section 5.07(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the
Company determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of
the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of
stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such
supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably
determines are appropriate to preserve the economic interests of the Holders.


 






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


 


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


 


Article
6 Successors


 


	Section 6.01.	When the Company May Merge,
    Etc.




 


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


 


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


 


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


 


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


 


	Section 6.02.	Successor
    Corporation Substituted.




 


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


 






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Article
7 Defaults and Remedies


 


	Section 7.01.	Events
    of Default.




 


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


 


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


 


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


 


(iii)             
the Company’s failure to deliver, when required by this Indenture, (x) a Fundamental Change Notice, (y) a notice
of a Make-Whole Fundamental Change or (z) a notice pursuant to Section 5.01(C)(i)(3), if such failure is not cured within
five Business Days after its occurrence;


 


(iv)             
a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of
the conversion right with respect thereto, if such default is not cured within three Business Days after its occurrence;


 


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


 


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


 


(vii)            
a default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments
under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least $30,000,000
(or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists
as of the Issue Date or is thereafter created, where such default:


 


(1)              
constitutes a failure to pay the principal of or interest on such indebtedness when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace
period; or


 






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(2)               
results in such indebtedness becoming or being declared due and payable before its stated maturity,


 


in each case where such default is not
cured or waived within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least
25% of the aggregate principal amount of Notes then outstanding;


 


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


 


(1)              
commences a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(4)              
grants any similar relief under any foreign Bankruptcy Law, and, in each case under this Section 7.01(A)(ix), such
order or decree remains unstayed and in effect for at least 60 days.


 


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


 






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	Section 7.02.	Acceleration.




 


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


 


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


 


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


 


	Section 7.03.	Sole
    Remedy for a Failure to Report.




 


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


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A)
will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per
annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first 90 days on which Special Interest
accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided,
however, that in no event will Special Interest, together with any Additional Interest that may accrue as a result of the
Company’s failure to timely file any report (other than Form 8-K reports) that it is required to file with the SEC pursuant
to Section 13 or 15(d) of the Exchange Act, accrue on any day on a Note at a combined rate per annum that exceeds 0.50%. For the
avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such
Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on
such Note.


 






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


 


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


 


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


 


	Section 7.04.	Other
    Remedies.




 


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


 


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


 


	Section 7.05.	Waiver
    of Past Defaults.




 


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


 






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	Section 7.06.	Control
    by Majority.




 


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


 


	Section 7.07.	Limitation
    on Suits.




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, but without limiting the provisions described in Section 8.01, the right
of each Holder of a Note to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or
the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the Conversion Consideration due pursuant
to Article 5 upon conversion of, such Note on or after the respective due dates therefor provided in this Indenture and
the Notes, will not be impaired or affected without the consent of such Holder.


 






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	Section 7.09.	Collection
    Suit by Trustee.




 


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


 


	Section 7.10.	Trustee
    May File Proofs of Claim.




 


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


 


	Section 7.11.	Priorities.




 


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


 


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


 


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


 


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


 






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


 


	Section 7.12.	Undertaking
    for Costs.




 


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


 


Article
8 Amendments, Supplements and Waivers


 


	Section 8.01.	Without
    the Consent of Holders.




 


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


 


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


 


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


 


(C)             
secure the Notes;


 


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


 


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


 


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


  



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(G)            
irrevocably elect any Settlement Method or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement
Method, or change the Settlement Method deemed elected by the Company if it does not timely elect a Settlement Method applicable
to a conversion of Notes; provided, however, that no such election, elimination or change will affect any Settlement
Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A);


 


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


 


(I)             
conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s
Preliminary Offering Memorandum, dated April 20, 2020, as supplemented by the related Pricing Term Sheet, dated April 20, 2020;


 


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


 


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


 


(L)             
make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such
changes, adversely affect the rights of the Holders, as such, in any material respect.


 


	Section 8.02.	With
    the Consent of Holders.




 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)            
change the ranking of the Notes;


 






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


 


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


 


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


 


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


 


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


 


	Section 8.03.	Notice
    of Amendments, Supplements and Waivers.




 


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


 


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




 


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


 


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


 






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


 


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


 


	Section 8.05.	Notations
    and Exchanges.




 


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


 


	Section 8.06.	Trustee
    to Execute Supplemental Indentures.




 


The Trustee will execute
and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however,
that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental
indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or
supplemental indenture, the Trustee will be entitled to receive, and (subject to Sections 10.01 and 10.02) will
be fully protected in relying on, an Officer’s Certificate and an Opinion of Counsel conforming to Section 11.03
and stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this
Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is valid, binding and enforceable
against the Company in accordance with its terms.


 


Article
9 Satisfaction and Discharge


 


	Section 9.01.	Termination
    of Company’s Obligations.




 


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


 


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


 


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


 






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


 


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


 


provided, however, that
Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15
and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited
with them will survive such discharge.


 


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


 


	Section 9.02.	Repayment
    to Company.




 


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


 


	Section 9.03.	Reinstatement.




 


If the Trustee, the
Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01
because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains
or otherwise prohibits such application, then the discharge of this Indenture pursuant to Section 9.1 will be rescinded;
provided, however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to
the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property
from the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.


 


Article
10 Trustee


 


	Section 10.01.	Duties of the Trustee.




 


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


 






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


 


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


 


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


 


(C)            
The Trustee may not be relieved from liabilities for its negligence or willful misconduct as determined by a final non-appealable
order of a court of competent jurisdiction, except that:


 


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


 


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


 


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


 


(iv)            
no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance
of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to
believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.


 


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


 


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


 






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	Section 10.02.	Rights of the Trustee.




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(H)            
The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence
of indebtedness 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 the Trustee will incur no liability or additional liability of any kind by reason
of such inquiry or investigation.


 


(I)             
The Trustee will not be deemed to have notice of any Default or Event of Default unless written notice of any event that
is a Default or Event of Default is received by a Responsible Officer of the Trustee at the corporate trust office of the Trustee
specified in Section 11.01, and such notice references the Notes and this Indenture and states that it is a “Notice
of Default”;


 


(J)             
The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified,
are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture.


 


(K)            
The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 






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(L)             
The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation
or duty to do so.


 


(M)           
Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have
no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract,
nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument,
or contract, whether or not a copy of such agreement has been provided to the Trustee.


 


	Section 10.03.	Individual Rights of the
    Trustee.




 


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


 


	Section 10.04.	Trustee’s Disclaimer.




 


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


 


	Section 10.05.	Notice of Defaults.




 


If a Default or Event
of Default occurs and is continuing of which the Trustee has received written notice, then the Trustee will send Holders a notice
of such Default or Event of Default within 90 days after receipt of such notice; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal of, or interest on, any Note, or a Default in the
payment or delivery of the Conversion Consideration due upon conversion of any Note, the Trustee may withhold such notice if and
for so long as it in good faith determines that withholding such notice is in the interests of the Holders.


 


	Section 10.06.	Compensation and Indemnity.




 


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


 






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(B)             
The Company will indemnify the Trustee and its directors, officers, employees and agents against any and all losses, liabilities
or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company (including this Section 10.06) and defending
itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or
expense may be attributable to its negligence or willful misconduct as determined by a final non-appealable order of a court of
competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s
failure to so notify the Company will not relieve the Company of its obligations under this Section 10.06(B), except to
the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate
in such defense. The Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably
withheld.


 


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


 


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


 


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


 


	Section 10.07.	Replacement of the Trustee.




 


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


 


(B)             
The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company.
The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the
Trustee and the Company in writing with 30 days prior notice. The Company may remove the Trustee if:


 


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


 


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


 






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


 


(iv)            
the Trustee becomes incapable of acting.


 


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


 


(D)            
If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, then the retiring
Trustee, the Company or the Holders of at least 10% in aggregate principal amount of the Notes then outstanding may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


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


 


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


 


	Section 10.08.	Successor Trustee by Merger,
    Etc.




 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, then such Person
will become the successor Trustee without any further act and will have all of the rights, powers and duties of the Trustee under
this Indenture.


 


	Section 10.09.	Eligibility; Disqualification.




 


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


 






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Article
11 Miscellaneous


 


	Section 11.01.	Notices.




 


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


 


If to the Company
:


 


2U, Inc.


7900 Harkins Road


Lanham, MD 20706


Attention: Chief Legal Officer


 


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


 


Latham & Watkins LLP


555 Eleventh Street, NW


Suite 1000


Washington, D.C. 20004


Attention: Brandon J. Bortner and
Christopher J. Clark


 


If to the Trustee or Conversion
Agent:


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attention: 2U, Inc. Notes Administrator


 


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


 


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


 


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


 






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The Trustee agrees
to accept and act on instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided that the Trustee has received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which
incumbency certificate the Trustee will be entitled to rely as conclusive and up-to-date until such time as it receives an amended
certificate containing any additions thereto or deletions therefrom. If the Company 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 reasonable understanding of such instructions will be deemed controlling. The Trustee will 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 that such instructions may conflict or be inconsistent with a subsequent written instruction. The Company agrees
to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including
the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.


 


Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other
communication (including any notice of Redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise),
such notice will be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from
the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary. Subject
to the requirements of the preceding paragraph, if the Trustee is then acting as the Depositary’s custodian for the Notes,
then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be
sent to any Holder(s) pursuant to the Depositary Procedures, provided such request is evidenced in a Company Order delivered,
together with the text of such notice, to the Trustee at least two Business Days before the date such notice is to be so sent.
For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel.
The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such
Company Order.


 


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


 


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


 






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




 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee:





 


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


 


(B)             
an Opinion of Counsel that complies with Section 11.03 and states that, in the opinion of such counsel, all such
conditions precedent and covenants, if any, have been satisfied (provided that, no such Opinion of Counsel shall be required for
the initial authentication on the Issue Date of Notes under this Indenture).


 


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




 


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


 


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


 


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


 


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


 


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


 


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




 


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


 


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




 


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


 


	Section 11.06.	Governing Law; Waiver of
    Jury Trial.




 


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


 






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	Section 11.07.	Submission to Jurisdiction.




 


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


 


	Section 11.08.	No Adverse Interpretation
    of Other Agreements.




 


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


 


	Section 11.09.	Successors.




 


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


 


	Section 11.10.	Force Majeure.




 


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


 






    - 82 -


     


    

 


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




 


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


 


	Section 11.12.	Calculations.




 


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


 


The Company will make
all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company
will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Company
will promptly forward a copy of each such schedule to a Holder upon its written request therefor, at the cost and expense of the
Company.


 


For the avoidance
of doubt, neither the Trustee nor the Conversion Agent will have any responsibility to make any calculations under this Indenture,
nor will the Trustee or the Conversion Agent be charged with knowledge of or have any duties to monitor the Stock Price or any
Observation Period. The Trustee and the Conversion Agent may rely conclusively on the calculations and information provided to
them by the Company as to the Daily VWAP, the Daily Conversion Values, the Trading Price and the Last Reported Sale Price.


 


	Section 11.13.	Severability.




 


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


 


	Section 11.14.	Counterparts.




 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement.
Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other
format will be effective as delivery of a manually or electronically executed counterpart.


 


	Section 11.15.	Table of Contents, Headings,
    Etc.




 


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


 






    - 83 -


     


    

 


	Section 11.16.	Withholding Taxes.




 


Each Holder and each
beneficial owner of a Note agrees that, in the event that it is deemed to have received a distribution that is subject to U.S.
federal income tax as a result of an adjustment or the non-occurrence of an adjustment to the Conversion Rate, any resulting withholding
taxes (including backup withholding) may be withheld from interest and payments upon conversion, repurchase, redemption, or maturity
of the Notes. In addition, each Holder and each beneficial owner of a Note agrees that if any withholding taxes (including backup
withholding) are paid on behalf of such Holder or beneficial owner, then those withholding taxes may be withheld from or set off
against payments of cash or the delivery of other Conversion Consideration, if any, in respect of the Notes (or, in some circumstances,
any payments on the Common Stock) or sale proceeds received by, or other funds or assets of, such Holder or beneficial owner.


 


	Section 11.17.	Foreign Account Tax Compliance
    Act (FATCA).




 


In order to comply
with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent
authorities) in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer,
trustee, paying agent, holder or other institution is or has agreed to be subject to related to the Indenture, the Company agrees
(A) to provide to the Trustee upon reasonable written request by the Trustee sufficient information about Holders or other applicable
parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether
it has tax related obligations under Applicable Tax Law; and (B) that the Trustee will be entitled to make any withholding or
deduction from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which Wilmington Trust,
National Association will not have any liability, absent gross negligence or willful misconduct as determined by a final order
of a court of competent jurisdiction on the part of the Trustee. The obligations imposed on the Company under this paragraph are
limited to the extent that (x) the Company has the relevant information in its possession or control, or is reasonably obtainable
by the Company; and (y) the provision of such information to the Trustee will not result in any breach of this Indenture or the
Notes or violate any applicable law. The terms of this section will survive the termination of this Indenture.


 


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


 






    - 84 -


     


    

 


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


 


	 	2U,
    INC.
	 	 
	 	By:   
    	/s/
    Paul S. Lalljie
	 	 	Name:  Paul
    S. Lalljie
	 	 	Title:    Chief
    Financial Officer





 


[Signature Page
to Indenture]


 






     


     


    

 


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


 


	 	WILMINGTON
    TRUST, NATIONAL
	 	ASSOCIATION,
    as Trustee
	 	 
	 	By:   
    	/s/
    Sarah K. Vilhauer
	 	 	Name:  Sarah
    K. Vilhauer
	 	 	Title:    Banking
    Officer





 


[Signature Page
to Indenture]


 






     


     


    

 






 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global
Note Legend, if applicable]


 


[Insert Restricted
Note Legend, if applicable]


 


[Insert Non-Affiliate
Legend]


 


2U, INC.


 


2.25% Convertible
Senior Note due 2025


 


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


 


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


 


2U, Inc., a Delaware corporation, for
value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of $[ ] [(as revised by the
attached Schedule of Exchanges of Interests in the Global Note)]† on May 1, 2025 and
to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest
are paid or duly provided for.


 


Interest Payment Dates:               May
1 and November 1 of each year, commencing on November 1, 2020.


 


Regular Record Dates:                 April
15 and October 15.


 


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


 


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


 





 



 


* This Note will
be deemed to be identified by CUSIP No. 90214J AB7 and ISIN No. US90214JAB70 from and after such time when the Company delivers,
pursuant to Section 2.12 of the within-mentioned Indenture, written notice to the Trustee of the deemed removal of the Restricted
Note Legend affixed to this Note and, in the case of Global Notes, completion of the Depositary’s Procedures.


† Insert bracketed
language for Global Notes only.


 






    A-1


     


    

 


IN
WITNESS WHEREOF, 2U, Inc. has caused this instrument to be duly executed as of the date set forth below.


 


	 	2U,
    INC.
	 	 
	Date:___________________________	By:    	 
	 	 	Name:
	 	 	Title:




 






    A-2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Wilmington Trust, National Association,
as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:___________________________	By:	            
	 	 	Authorized
    Signatory




 






    A-3


     


    

 


2U, INC.


 


2.25% Convertible Senior Note due
2025


 


This Note is one of
a duly authorized issue of notes of 2U, Inc., a Delaware corporation (the “Company”), designated as its 2.25%
Convertible Senior Notes due 2025 (the “Notes”), all issued or to be issued pursuant to an indenture, dated
as of April 23, 2020 (as the same may be amended from time to time, the “Indenture”), between the Company and
Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used in this Note without
definition have the respective meanings ascribed to them in the Indenture.


 


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


 


1.       Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this
Note will begin to accrue from, and including, April 23, 2020.


 


2.       Maturity.
This Note will mature on May 1, 2025, unless earlier redeemed repurchased or converted.


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-4


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


* * *


 






    A-5


     


    

 


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


 


2U, Inc.


7900 Harkins Road


Lanham, MD 20706


Attention: Chief
Financial Officer


 






    A-6


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS
IN THE GLOBAL NOTE*


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL
NOTE: $[        ]


 


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


 


	Date
	 	Amount
    of Increase 

    (Decrease) in 

    Principal Amount 

    of this Global Note	 	Principal
    Amount 

    of this Global Note 

    After Such Increase 

    (Decrease)	 	Signature
    of 

    Authorized 

    Signatory of 

    Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





 



 


* Insert for Global Notes only.


 



    A-7


     


    

 






 


CONVERSION NOTICE


 


2U, Inc.


 


2.25% Convertible Senior Notes due 2025


 


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


 


 ̈       
the entire principal amount of


 


 ̈       
$                *
aggregate principal amount of


 


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


 


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


 


	Date:	 
	 	 
	 	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 	 
	 	 	
	 	 	Participant in a Recognized Signature
	 	 	Guarantee Medallion Program
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


 



 


* Must be an Authorized Denomination.


 









     A-8


     


    

 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


2U, Inc.


 


2.25% Convertible Senior Notes due 2025


 


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


 


 ̈
 the entire principal amount of




 


 ̈
   $___________ * aggregate principal amount of




 


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


 


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


 


 


	Date:	 
	 	 
	 	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Signature Guaranteed:
	 	 	
	 	 	Participant in a Recognized Signature
	 	 	Guarantee Medallion Program
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 





 



 


* Must be an Authorized Denomination.


 






     A-9


     


    

 


ASSIGNMENT FORM


 


2U, Inc.


 


2.25% Convertible Senior Notes due 2025


 


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


 


	Name:	________________________________________________
	 	 
	Address	________________________________________________
	 	 
	Social security or	 
	tax identification	 
	number:	________________________________________________
	 	 




the within Note and all rights thereunder
irrevocably appoints:


 


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


 


	Date:	 
	 	 
	 	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Signature Guaranteed:
	 	 	 
	 	 	Participant in a Recognized Signature
	 	 	Guarantee Medallion Program
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






     A-10


     


    

 


TRANSFEROR ACKNOWLEDGEMENT


 


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


 


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



 


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



 


		3.	 ̈	Such Transfer is being made pursuant
                                         to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the
                                         undersigned further certifies that the within Note is being transferred to a Person that
                                         the undersigned reasonably believes is purchasing the within Note for its own account,
                                         or for one Authorized Signatoror more accounts with respect to which such Person exercises
                                         sole investment discretion, and such Person and each such account is a “qualified
                                         institutional buyer” within the meaning of Rule 144A under the Securities Act in
                                         a transaction meeting the requirements of Rule 144A.



 


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



 


	Dated:	 	 
	 	 	 
	 	 
	 	(Legal Name of Holder)	 
	 	 
	 By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 Signature Guaranteed:	 
	 	 
	 	 
	 	(Participant in a Recognized Signature	 
	Guarantee Medallion
Program)	 
	 	 
	By:	 	 
	 	Authorized Signator	 





 






     A-11


     


    

 


EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


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


 


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



 


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



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY
                                         THEREOF;



 


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



 


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



 


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



 


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



 


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


 





 






 


* This paragraph and the immediately
preceding paragraph will be deemed to be removed from the face of this Note at such time when the Company delivers written notice
to the Trustee of such deemed removal pursuant to Section 2.12 of the within-mentioned Indenture and, in the case of Global Notes,
completion of the Depositary’s Procedures.


 






    B1-1


     


    

 


EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


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


 


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


 


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


 






    B2-1


     


    

 


EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


NO AFFILIATE (AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY, OR ANY PERSON OR ENTITY THAT WAS AN AFFILIATE (AS DEFINED
UNDER RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY WITHIN THE THREE MONTHS IMMEDIATELY PRECEDING, MAY
PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN.


 






    B3-1