Exhibit 4.2


 


 





 



ANI PHARMACEUTICALS, INC.







AND







THE BANK OF NEW YORK MELLON,







as Trustee







FIRST SUPPLEMENTAL INDENTURE







Dated as of December 10, 2014


 


3.00% Convertible Senior Notes due 2019


 


 



 




    	 



    	 



    

TABLE OF CONTENTS


 


 



Page


 


 





Article
1

Scope of First Supplemental Indenture


 


	Section	1.01. Scope	2


Article
2

Definitions


 


	Section	2.01. Definitions and Other Provisions of General Application	2
	Section	2.02. References to Interest	11


 


Article
3

Issue, Description, Execution, Registration and Exchange of Notes


 


	Section	3.01. Designation and Amount	11
	Section	3.02. Form of Notes	11
	Section	3.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	12
	Section	3.04. Exchange and Registration of Transfer of Notes; Depositary	14
	Section	3.05. Mutilated, Destroyed, Lost and Stolen Notes	16
	Section	3.06. Cancellation of Notes Paid, Converted, Etc	17
	Section	3.07. Additional Notes; Repurchases	17


 


Article
4

Satisfaction and Discharge


	Section	4.01. Applicability of Article VIII of the Base Indenture	18
	Section	4.02. Satisfaction and Discharge	18


 


Article
5

Particular Covenants of the Company


 





	Section	5.01. Maintenance of Office or Agency	18
	Section	5.02. Appointments to Fill Vacancies in Trustee’s Office	19
	Section	5.03. Provisions as to Paying Agent	19
	Section	5.04. Reports	20
	Section	5.05. Stay, Extension and Usury Laws	20
	Section	5.06. Compliance Certificate; Statements as to Defaults	21
	Section	5.07. Further Instruments and Acts  	21










 






    	i



    	 



    

 


Article
6

Defaults and Remedies


 


	Section	6.01. Applicability of Article VI of the Base Indenture	21
	Section	6.02. Events of Default	21
	Section	6.03. Acceleration; Rescission and Annulment	23
	Section	6.04. Additional Interest	24
	Section	6.05. Payments of Notes on Default; Suit Therefor	24
	Section	6.06. Application of Monies Collected by Trustee	25
	Section	6.07. Proceedings by Holders	25
	Section	6.08. Waiver of Defaults by Majority of Holders	26
	Section	6.09. Notice of Defaults	26
	Section	6.10. Undertaking to Pay Costs	26


 


Article
7

Concerning the Trustee


 


	Section	7.01. Amendments to Article VII of the Base Indenture	27


 


Article
8

Concerning the Holders


 


	Section	8.01. Applicability of Section 2.14.6 and Section 9.5 of the Base Indenture	27
	Section	8.02. Action by Holders	27
	Section	8.03. Who Are Deemed Absolute Owners	27
	Section	8.04. Revocation of Consents; Future Holders Bound	28
	Section	8.05. Proof of Execution by Holders.	28
	Section	8.06. Pledged Company-Owned Notes	28


 


Article
9

Holders’ Meetings


	Section	9.01. Purpose of Meetings	29
	Section	9.02. Call of Meetings by Trustee	29
	Section	9.03. Call of Meetings by Company or Holders	29
	Section	9.04. Qualifications for Voting	30
	Section	9.05. Regulations	30
	Section	9.06. Voting	30
	Section	9.07. No Delay of Rights by Meeting	31


 


Article
10

Supplemental Indentures 


	Section	10.01. Applicability of Article IX of the Base Indenture.	31
	Section	10.02. Supplemental Indentures Without Consent of Holders	31
	Section	10.03. Supplemental Indentures with Consent of Holders	32
	Section	10.04. Effect of Supplemental Indentures	33


 






    	ii



    	 



    

 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


	Section	11.01. Applicability of Article V of the Base Indenture	33
	Section	11.02. Company May Consolidate, Etc. on Certain Terms	34
	Section	11.03. Successor Corporation to Be Substituted	34
	Section	11.04. Opinion of Counsel to Be Given to Trustee	35


 


Article
12

Conversion of Notes


 


	Section	12.01. Conversion Privilege	35
	Section	12.02. Conversion Procedure; Settlement Upon Conversion	38
	Section	12.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	42
	Section	12.04. Adjustment of Conversion Rate	44
	Section	12.05. Adjustments of Prices	53
	Section	12.06. Shares to Be Fully Paid
	Section	12.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	53
	Section	12.08. Certain Covenants	55
	Section	12.09. Responsibility of Trustee	55
	Section	12.10. Notice to Holders Prior to Certain Actions	56
	Section	12.11. Stockholder Rights Plans	57


 


Article
13

Repurchase of Notes at Option of Holders


 


	Section	13.01. [Intentionally Omitted]	57
	Section	13.02. Repurchase at Option of Holders Upon a Fundamental Change	57
	Section	13.03. Withdrawal of Fundamental Change Repurchase Notice	60
	Section	13.04. Deposit of Fundamental Change Repurchase Price	60
	Section	13.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes	61


 


Article
14

No Redemption


 


	Section	14.01. No Redemption; Applicability of Article III and Article XI
of the Base Indenture	61


 






    	iii



    	 



    

 


Article
15

Miscellaneous Provisions


 


	Section	15.01. Provisions Binding on Company’s Successors	61
	Section	15.02. Official Acts by Successor Corporation	62
	Section	15.03. Governing Law; Jurisdiction	62
	Section	15.04. No Security Interest Created	62
	Section	15.05. Benefits of Indenture	62
	Section	15.06. Table of Contents, Headings, Etc	62
	Section	15.07. Execution in Counterparts	63
	Section	15.08. Severability	63
	Section	15.09. Waiver of Jury Trial	63
	Section	15.10. Calculations	63
	Section	15.11. USA PATRIOT Act	63


 




EXHIBIT





	Exhibit A	 Form of Note A-1	A-1




 




    	iv



    	 



    

 


FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”) dated as of December 10, 2014 between ANI PHARMACEUTICALS, INC., a Delaware corporation, as
issuer (the “Company”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Trustee executed
and delivered an Indenture, dated as of December 10, 2014 (the “Base Indenture” and as supplemented by this
First Supplemental Indenture and as may be further supplemented or amended with respect to the Notes, the “Indenture”),
to provide for the issuance by the Company from time to time of its debentures, notes or other debt instruments (the “Securities”);


 


WHEREAS, Section 2.1, Section 2.2 and Section
9.1(e) of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental to the Base Indenture, without the consent of any Holders,
to, among other things, establish the form or terms of Securities of any series as permitted by the Base Indenture;


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 3.00% Convertible Senior Notes due 2019 (the “Notes”), initially
in an aggregate principal amount not to exceed $143,750,000, and in order to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this First Supplemental
Indenture; and


 


WHEREAS, the Company desires to issue $143,750,000
aggregate principal amount of the Notes as of the date hereof;


 


WHEREAS, the Company desires to establish
the form and terms of the Notes;


 


WHEREAS, all things necessary to make this
First Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the terms of
the Base Indenture have been done;


 


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


 


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


 






    	1



    	 



    

 


NOW, THEREFORE:


 


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


 


Article 1

Scope of First Supplemental Indenture


Section 1.01. Scope. This First Supplemental
Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall be read together with
the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by this First
Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the
foregoing, this First Supplemental Indenture shall only apply to the Notes. For all purposes under the Base Indenture, the Notes
shall constitute a single series of Securities, and with regard to any matter requiring the consent under the Base Indenture of
Holders of multiple series of Securities voting together as a single class, the consent of Holders of the Notes voting as a separate
class shall also be required and the same threshold shall apply. With respect to the Notes, if the terms of the Base Indenture
are inconsistent with the terms of this First Supplemental Indenture, then the terms of this First Supplemental Indenture shall
control.


 


Article 2

Definitions 


Section 2.01. Definitions and Other Provisions
of General Application. For all purposes of this First Supplemental Indenture unless otherwise specified herein:


 


(a)  all terms used in this First Supplemental
Indenture that are not otherwise defined herein shall have the meanings they are given in the Base Indenture;


 


(b) the rules of construction stated
in Section 1.4 of the Base Indenture shall apply to this First Supplemental Indenture;


 


(c) the words “herein,”
“hereof,” “hereto” and “hereunder” and other words of similar import in this First Supplemental
Indenture refer to this First Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section
or other subdivision of the Base Indenture or this First Supplemental Indenture; and


 


(d) Section 1.1 of the Base Indenture
is amended and supplemented, solely with respect to the Notes, by inserting the following additional defined terms in their appropriate
alphabetical positions and deleting any defined terms therein that are also defined in this ‎Section 2.01:


 






    	2



    	 



    

 


“Additional Interest”
means all amounts, if any, payable pursuant to ‎Section 6.04.


 


“Additional Shares” shall
have the meaning specified in ‎Section 12.03(a).


 


“Bid Solicitation Agent”
means the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with ‎Section 12.01(b)(i).
The Trustee shall initially act as the Bid Solicitation Agent.


 


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


 


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


 


“Cash Settlement” shall
have the meaning specified in ‎Section 12.02(a).


 


“Clause A Distribution”
shall have the meaning specified in ‎Section 12.04(c).


 


“Clause B Distribution”
shall have the meaning specified in ‎Section 12.04(c).


 


“Clause C Distribution”
shall have the meaning specified in ‎Section 12.04(c).


 


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


 


“Combination Settlement”
shall have the meaning specified in ‎Section 12.02(a).


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.0001 per share, at the date of this First Supplemental Indenture, subject to ‎Section
12.07.


 


“Continuing Director”
means a director who either was a member of the Board of Directors on December 4, 2014 or who becomes a member of the Board of
Directors subsequent to that date and whose election, appointment or nomination for election by the stockholders of the Company
is duly approved by a majority of the Continuing Directors on the Board of Directors at the time of such approval, either by a
specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors in which such
individual is named as nominee for director. Solely for purposes of this definition, the phrase “or any duly authorized committee
thereof” of the definition of Board of Directors shall be disregarded.


 






    	3



    	 



    

 


“Conversion Agent” shall
have the meaning specified in ‎Section 5.01.


 


“Conversion Date” shall
have the meaning specified in ‎Section 12.02(c).


 


“Conversion Obligation”
shall have the meaning specified in ‎Section 12.01(a).


 


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


 


“Conversion Rate” shall
have the meaning specified in ‎Section 12.01(a).


 


“Custodian” means, solely
for purposes of this First Supplemental Indenture and with respect to the Notes and the Global Notes, the Trustee, as custodian
for The Depository Trust Company, or any successor entity thereto.


 


“Daily Conversion Value”
means, for each of the 30 consecutive Trading Days during the Observation Period, one-thirtieth (1/30th) of the product of (a)
the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 30.


 


“Daily Settlement Amount,”
for each of the 30 consecutive Trading Days during the Observation Period, shall consist of:


 


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


 


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


 


“Daily VWAP” means, for
each of the 30 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “ANIP US<equity> AQR” (or its equivalent
successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market
value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally
recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall
be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


 


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


 






    	4



    	 



    

 


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


 


“Distributed Property”
shall have the meaning specified in ‎Section 12.04(c).


 


“Effective Date” shall
have the meaning specified in ‎Section 12.03(c), except that, as used
in ‎Section 12.04 and ‎Section
12.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange
or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.


 


“Event of Default” shall
have the meaning specified in ‎Section 6.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	5



    	 



    

 


(c) Continuing Directors cease
to constitute at least a majority of the Board of Directors;


 


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


 


(e) the Common Stock (or other
common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or any of their respective successors);


 


provided, however, that a transaction or transactions
described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received
or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made
in respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common
stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market
(or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the provisions
of ‎Section 12.02(a)). Solely for purposes of clause (c) above, the words “or any duly authorized committee thereof”
in the definition of “Board of Directors” shall be disregarded. If any transaction in which the Common Stock is replaced
by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the
case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately
following clause (e) of the definition thereof, following the effective date of such transaction) references to the Company in
this definition shall instead be references to such other entity.


 


“Fundamental Change Company Notice”
shall have the meaning specified in ‎Section 13.02(c).


 


“Fundamental Change Repurchase
Date” shall have the meaning specified in ‎Section 13.02(a).


 






    	6



    	 



    

 


“Fundamental Change Repurchase
Notice” shall have the meaning specified in ‎Section 13.02(b)(i).


 


“Fundamental Change Repurchase
Price” shall have the meaning specified in ‎Section 13.02(a).





 


“Global Note” shall have
the meaning specified in ‎Section 3.04(c). Each Global Note shall constitute a Global Security.


 


“Indenture” shall have
the meaning specified in the first paragraph of the recitals of this First Supplemental Indenture.


 


“Interest Payment Date”
means each June 1 and December 1 of each year, beginning on June 1, 2015.


 


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


 


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


 


“Make-Whole Fundamental Change
Period” shall have the meaning specified in ‎Section 12.03(a).


 


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


 






    	7



    	 



    

 


“Maturity Date” means
December 1, 2019. The Maturity Date shall be the Stated Maturity for the payment of principal of the Notes.


 


“Measurement Period”
shall have the meaning specified in ‎Section 12.01(b)(i).


 


“Merger Event” shall
have the meaning specified in ‎Section 12.07(a).


 


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


 


“Note Register” means
the register maintained by the Registrar with respect to the Notes in accordance with Section 2.4 of the Base Indenture.


 


“Notice of Conversion”
shall have the meaning specified in ‎Section 12.02(b).


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to June 1, 2019, the
30 consecutive Trading Day period beginning on, and including, the third Trading Day immediately succeeding such Conversion Date;
and (ii) if the relevant Conversion Date occurs on or after June 1, 2019, the 30 consecutive Trading Days beginning on, and including,
the 32nd Scheduled Trading Day immediately preceding the Maturity Date.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer, any Assistant
Secretary, or the Finance Manager of the Company.


 


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


 


“outstanding,” when used
with reference to Notes, shall, subject to the provisions of Section 2.10
of the Base Indenture, mean, as of any particular time, Notes authenticated and delivered by the Trustee under the Indenture,
except:


 


(a) Notes that are not outstanding
as determined pursuant to Section 2.9 of the Base Indenture, as amended by ‎Section 3.07(b);


 


(b) Notes converted pursuant
to ‎Article 12 and required to be cancelled pursuant to ‎Section
3.06(b); and


 


(e) Notes repurchased by the
Company pursuant to the penultimate sentence of ‎Section 3.07(a).


 


“Person” means an individual,
a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political subdivision thereof. Solely for purposes of the Notes,
references to “person” in the Base Indenture shall be deemed instead to be references to “Person” as such
term is defined in this First Supplemental Indenture.


 






    	8



    	 



    

 


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


 


“Physical Settlement”
shall have the meaning specified in ‎Section 12.02(a).


 


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


 


“principal” of a Note
means the stated principal amount of (including the Fundamental Change Repurchase Price, if any) such Note. The definition of “principal”
in the Base Indenture shall not apply to the Notes, and, solely for purposes of the Notes, references to “principal”
in the Base Indenture shall be deemed instead to be references to “principal” as such term is defined in this First
Supplemental Indenture.


 


“Prospectus Supplement”
means the preliminary prospectus supplement dated December 4, 2014, as supplemented by the related pricing term sheet dated December
4, 2014, relating to the offering and sale of the Notes.


 


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


 


“Reference Property”
shall have the meaning specified in ‎Section 12.07(a).


 


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


 


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


 


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


 


“Settlement Amount” has
the meaning specified in ‎Section 12.02(a)(iv).


 






    	9



    	 



    

 


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


 


“Settlement Notice” has
the meaning specified in ‎Section 12.02(a)(iii).


 


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


 


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


 


“Spin-Off” shall have
the meaning specified in ‎Section 12.04(c).


 


“Stock Price” shall have
the meaning specified in ‎Section 12.03(c).


 


“Successor Company” shall
have the meaning specified in ‎Section 11.02(a).


 


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


 


“Trading Price” of the
Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent
for $5,000,000 principal amount of Notes between 3:30 p.m. and 4:00 p.m., New York City time, on such determination date from three
independent nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids
cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall
be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the
Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized
securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination
date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate.


 






    	10



    	 



    

 


“Trigger Event” shall
have the meaning specified in ‎Section 12.04(c).


 


“unit of Reference Property”
shall have the meaning specified in ‎Section 12.07(a).


 


“Valuation Period” shall
have the meaning specified in ‎Section 12.04(c).


 


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


 


Section 2.02. References to Interest.
Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in the Indenture shall be deemed
to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to ‎Section 6.04.
Unless the context otherwise requires, any express mention of Additional Interest in any provision of the Indenture shall not be
construed as excluding Additional Interest in those provisions of the Indenture where such express mention is not made.


 


Article 3

Issue, Description, Execution, Registration and Exchange of Notes 


Section 3.01. Designation and Amount.
The Notes shall be designated as the “3.00% Convertible Senior Notes due 2019.” The aggregate principal amount of Notes
that may be authenticated and delivered under the Indenture is initially limited to $143,750,000, subject to ‎Section 3.07
and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes
pursuant to Section 2.7, Section 2.8, Section 2.11 and Section 9.6 of the Base Indenture (as amended, if applicable, by this First
Supplemental Indenture).


 


Section 3.02. Form of Notes. The
Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and
made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


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






    	11



    	 



    

  


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


 


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


 


Section 3.03. Date and Denomination of
Notes; Payments of Interest and Defaulted Amounts. Article 1 The Notes shall be issuable in registered form without coupons
in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication
and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the
basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed
in a 30-day month.


 


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


 






    	12



    	 



    

 


(c) Section 2.13 of the Base Indenture
shall not apply to the Notes. Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date
but shall accrue interest per annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof
under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon
shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


(i) The Company may elect
to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered
at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note
and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record
date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Company shall promptly notify the Trustee of such special record date and the Trustee, in the name and at the expense of the Company,
shall cause notice (to be prepared by the Company) of the proposed payment of such Defaulted Amounts and the special record date
therefor to be delivered to each Holder at its address as it appears in the Note Register, not less than 10 days prior to such
special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been
so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause
(ii) of this ‎Section 3.03‎(c).


 


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


 






    	13



    	 



    

 


Section 3.04. Exchange and Registration
of Transfer of Notes; Depositary. Article 2 Section 2.7 of the Base Indenture shall not apply to the Notes.


 


(b) Upon surrender for registration
of transfer of any Note to the Registrar or any co-Registrar, and satisfaction of the requirements for such transfer set forth
in this ‎Section 3.04, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount.


 


Notes may be exchanged for other Notes of
any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such
office or agency maintained by the Company pursuant to ‎Section 5.01. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled
to receive, bearing registration numbers not contemporaneously outstanding.


 


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


 


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


 


None of the Company, the Trustee, the Registrar
or any co-Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion
of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any
Note, surrendered for repurchase (and not withdrawn) in accordance with ‎Article 13.


 


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






    	14



    	 



    

  


(c) So long as the Notes are eligible
for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth paragraph from the end of
‎Section 3.04(d) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”)
registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in
a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee
or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor.


 


(d) Notwithstanding any other provisions
of the Indenture (other than the provisions set forth in this ‎Section 3.04(d)), a Global Note may not be transferred as a
whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second
immediately succeeding paragraph.


 


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


 


Section 2.14.2 of the Base Indenture shall
not apply to the Notes. If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue
as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be
registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event
of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial
interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate,
Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the
case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note
corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to
each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate
principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such
Global Notes shall be canceled in accordance with the Trustee’s customary procedures.


 


Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this ‎Section 3.04(d) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii)
of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee in writing. Upon execution and
authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.


 






    	15



    	 



    

 


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


 


None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


(e) Any Note or Common Stock issued
upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company (or any Person who was an
Affiliate of the Company at any time during the three months preceding) may not be resold by such Affiliate (or such Person, as
the case may be) unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements
of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted
security” (as defined under Rule 144 under the Securities Act). The Company shall cause any Note that is repurchased or owned
by it to be surrendered to the Trustee for cancellation in accordance with ‎Section 3.06.


 


Section 3.05. Mutilated, Destroyed, Lost
and Stolen Notes. Article 3 The third, fourth and sixth paragraphs of Section 2.8 of the Base Indenture shall not apply to
the Notes.


 


(b) No service charge shall be imposed
by the Company, the Trustee, the Registrar, any co-Registrar or the Paying Agent upon the issuance of any substitute Note as provided
in Section 2.8 of the Base Indenture, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp
or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note
being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any
Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance
with ‎Article 12 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of
issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent
or Conversion Agent of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 






    	16



    	 



    

 


To the extent permitted by law, all Notes
shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement,
payment, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment,
conversion or repurchase of negotiable instruments or other securities without their surrender.


 


Section 3.06. Cancellation of Notes Paid,
Converted, Etc. Article 4 Section 2.12 of the Base Indenture shall not apply to the Notes.


 


(b) The Company shall cause all Notes
surrendered for the purpose of payment, repurchase, registration of transfer or exchange or conversion, if surrendered to any Person
other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee
for cancellation (and shall give written direction to the Trustee to so cancel such Notes). All Notes delivered to the Trustee
shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except as expressly permitted by any
of the provisions of the Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and,
after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request
in a Company Order.


 


Section 3.07. Additional Notes; Repurchases.
Article 5 The Company may, without the consent of the Holders and notwithstanding ‎Section 3.01, reopen the Indenture and issue
additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price
and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes,
such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall
deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate
and Opinion of Counsel to cover such matters, in addition to those required by Section
10.5 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted
by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open
market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through
counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so
repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee
for cancellation in accordance with ‎Section 3.06 and such Notes shall no longer be considered outstanding under the Indenture
upon their repurchase.


 


(b) Section 2.9 of the Base Indenture
is hereby amended by deleting the fourth paragraph thereof.


 






    	17



    	 



    

 


Article 4

Satisfaction and Discharge 


Section 4.01. Applicability of Article
VIII of the Base Indenture. Article VIII of the Base Indenture shall not apply to the Notes. Instead, the satisfaction and
discharge provisions set forth in this ‎Article 4 shall, with respect to the Notes, supersede in their entirety such Article
VIII of the Base Indenture, and all references in the Base Indenture to such Article or any Sections thereof and satisfaction and
discharge provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article
4 and ‎Section 4.02 and the satisfaction and discharge provisions set forth in this Article 4 and ‎Section
4.02.


 


Section 4.02. Satisfaction and Discharge.
This First Supplemental Indenture (and the Base Indenture with respect to the Notes) shall upon request of the Company contained
in an Officers’ Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of the Indenture, when (x) (i) all Notes theretofore authenticated
and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided
in ‎Section 3.05) have been delivered to the Trustee for cancellation;
or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and
payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares
of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient
to pay all of the outstanding Notes and all other sums due and payable under the Indenture by the Company; and (y) the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this First Supplemental Indenture (and the Base Indenture with
respect to the Notes) have been complied with. Notwithstanding the satisfaction and discharge of this First Supplemental Indenture
(and the Base Indenture with respect to the Notes), the obligations of the Company to the Trustee under
Section 7.7 of the Base Indenture shall survive with respect to the Notes.


 


Article 5

Particular Covenants of the Company 


Section 5.01. Maintenance of Office or
Agency. Pursuant to Section 2.2 and Section 2.4 of the Base Indenture, the Company hereby initially designates the Trustee
as the Paying Agent, Registrar, Custodian and Conversion Agent (the “Conversion Agent”) and the Corporate Trust
Office as the office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration
of transfer or exchange or whether notices and demands to or upon the Company in respect of the Notes and the Indenture may be
served.


 


The Company may also from time to time designate
one or more additional conversion agents and may from time to time rescind such designations; provided that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in accordance
with Section 2.4 of the Base Indenture. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. The term “Conversion Agent” includes any
such additional or other offices or agencies, as applicable.






    	18



    	 



    

  


Section 5.02. Appointments to Fill Vacancies
in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint,
in the manner provided in Section 7.8 of the Base Indenture, a
Trustee, so that there shall at all times be a Trustee hereunder.


 


Section 5.03. Provisions as to Paying
Agent. Article 6 Section 2.5 of the Base Indenture shall not apply to the Notes.


 


(b) If the Company shall appoint a Paying
Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this ‎Section 5.03:


 


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


 


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


 


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


 


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


 


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






    	19



    	 



    

  


(d) Anything in this ‎Section 5.03
to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of the
Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company
or any Paying Agent hereunder as required by this ‎Section 5.03, such sums or amounts to be held by the Trustee upon the trusts
herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying
Agent shall be released from all further liability but only with respect to such sums or amounts.


 


(e) Any money deposited with the Trustee
or any Paying Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal
(including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due
upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase
Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on
request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.


 


Section 5.04. Reports. Article 7
Section 4.2 of the Base Indenture shall not apply to the Notes.


 


(b) The Company shall file with the
Trustee, within 15 days after the same are required to be filed with the SEC, copies of any documents or reports that the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided
by Rule 12b-25 under the Exchange Act). Any such document or report that the Company files with the SEC via the SEC’s EDGAR
system shall be deemed to be filed with the Trustee for purposes of this ‎Section 5.04 at the time such documents are filed
via the EDGAR system.


 


(c) The final paragraph of Section 7.2
of the Base Indenture is hereby amended with respect to the Notes by replacing the reference to Section 4.2 with a reference to
‎Section 5.04 of this First Supplemental Indenture.


 


Section 5.05. Stay, Extension and Usury
Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit
or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture; and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.


 






    	20



    	 



    

 


Section 5.06. Compliance Certificate;
Statements as to Defaults. Article 8 Section 4.3 of the Base Indenture shall not apply to the Notes.


 


(b) The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31,
2014) an Officers’ Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply
with all conditions and covenants then required to be performed under the Indenture and, if so, specifying each such failure and
the nature thereof.


 


In addition, the Company shall deliver to
the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officers’
Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking
or proposing to take in respect thereof.


 


Section 5.07. Further Instruments and
Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purposes of the Indenture.


 


Article 6

Defaults and Remedies 


Section 6.01. Applicability of Article
VI of the Base Indenture. Section 6.1, Section 6.2, Section 6.3 (other than the final paragraph thereof), Section 6.6, Section
6.8, Section 6.13 and Section 6.14 of the Base Indenture shall not apply to the Notes. Instead, the Event of Default provisions
set forth in this ‎Article 6 shall, with respect to the Notes, supersede in their entirety Section 6.1, Section 6.2, Section
6.3 (other than the final paragraph thereof), Section 6.6, Section 6.8, Section 6.13 and Section 6.14 of the Base Indenture, and
all references in the Base Indenture to such Sections and Event of Default provisions therein, as the case may be, shall, with
respect to the Notes, be deemed to be references to the corresponding Sections of this ‎Article 6 and the Event of Default
provisions set forth therein.


 


Section 6.02. Events of Default.
Each of the following events shall be an “Event of Default” with respect to the Notes:


 


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


 


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


 






    	21



    	 



    




 


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


 


(d) failure by the Company to issue
a Fundamental Change Company Notice in accordance with ‎Section 13.02(c)
or notice of a specified corporate event in accordance with ‎Section
12.01(b)(ii) or ‎Section 12.01(b)(iii), in each case when due;


 


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


 


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


 


(g) default by the Company or any Subsidiary
of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there
may be secured or evidenced, any indebtedness for money borrowed in excess of $15,000,000 (or its foreign currency equivalent)
in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created
(i) resulting in such indebtedness becoming or being declared due and payable without such indebtedness having been discharged
or the acceleration of such payment of such indebtedness having been cured, rescinded, waived, or annulled within 30 days after
written notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Notes or (ii)
constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required
repurchase, upon declaration of acceleration or otherwise;


 


(h) a final judgment or judgments for
the payment of $15,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate
rendered against the Company or any Subsidiary of the Company, which judgment is not discharged or stayed within 60 days after
Article 9 the date on which the right to appeal thereof has expired if no such appeal has commenced, or Article 10 the date on
which all rights to appeal have been extinguished;


 


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


 


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


 



    	22



    	 



    

 





Section 6.03. Acceleration; Rescission
and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every
such case (other than an Event of Default specified in ‎Section 6.02(i) or ‎Section 6.02(j) with respect to the Company
or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either
the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance
with Section 2.9 and Section 2.10 of the Base Indenture, as amended
by ‎Section 3.07(b), by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the
principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration
the same shall become and shall automatically be immediately due and payable, anything contained in the Indenture or in the Notes
to the contrary notwithstanding. If an Event of Default specified in ‎Section 6.02(i) or ‎Section 6.02(j) with respect
to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid
interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.


 


The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon
all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and
on such principal at the rate borne by the Notes plus one percent at such time) and amounts due to the Trustee pursuant
to Section 7.7 of the Base Indenture, and if (1) rescission would
not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under
the Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have
become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.08, then and in every such case
(except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect
to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent
thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect
any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase
Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or
(iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 






    	23



    	 



    

 


Section 6.04. Additional Interest.
Notwithstanding anything in the Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 314(a) of the
TIA or ‎Section 5.04 shall after the occurrence of such an Event of
Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum
of the principal amount of the Notes outstanding for each day during the 60-day period on which such Event of Default is continuing
beginning on, and including, the date on which such an Event of Default first occurs. If the Company so elects, such Additional
Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 61st day
after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior
to such 61st day), the Notes shall be immediately subject to acceleration as provided in ‎Section 6.03. The provisions of this
paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the
Company’s failure to comply with its obligations as set forth in Section 314(a) of the TIA or ‎‎Section 5.04. In
the event the Company does not elect to pay Additional Interest following such an Event of Default in accordance with this ‎Section
6.04 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately
subject to acceleration as provided in ‎Section 6.03.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 60 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify, in writing, all Holders of the Notes, the Trustee and the Paying Agent of such election prior
to the beginning of such 60-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to
acceleration as provided in ‎Section 6.03.


 


Section 6.05. Payments of Notes on Default;
Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.01 shall have occurred, the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then
due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at
the rate borne by the Notes plus one percent at such time, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 7.7 of the Base
Indenture. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute
such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Notes, wherever situated.


 






    	24



    	 



    

 


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


 


Section 6.06. Application of Monies Collected
by Trustee. Any monies collected by the Trustee pursuant to this ‎Article 6
or Article VI of the Base Indenture (as amended by this First Supplemental Indenture with respect to the Notes) with respect
to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies,
upon presentation of the several Notes, and adjustment of the balance of such Notes, if only partially paid, and upon surrender
thereof, if fully paid:


 


First, to the payment of all amounts
due the Trustee under Section 7.7 of the Base Indenture;


 


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


 


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


 


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


 


Section 6.07. Proceedings by Holders.
Article 11 Section 6.7 of the Base Indenture is hereby amended with respect to the Notes by (i) replacing the word “No”
at the beginning thereof with the phrase “Except to enforce the right to receive payment of principal (including, if applicable,
the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration
due upon conversion, no” and (ii) replacing the number “90” with the number “60” in paragraphs (d)
and (e) thereof.


 






    	25



    	 



    

 


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


 


Section 6.08. Waiver of Defaults by Majority
of Holders. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance
with Section 2.9 and Section 2.10 of the Base Indenture, as amended
by ‎Section 3.07(b), may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder
and its consequences except (iii) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including
any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of ‎Section
6.01, (iv) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or
(v) a default in respect of a covenant or provision hereof which under ‎Article 10 cannot be modified or amended without the
consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been
waived as permitted by this ‎Section 6.08, said Default or Event of Default shall for all purposes of the Notes and the Indenture
be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event
of Default or impair any right consequent thereon.


 


Section 6.09. Notice of Defaults.
Section 7.5 of the Base Indenture is hereby amended with respect to the Notes by inserting immediately prior to the words “any
Security of any Series” beginning in the fifth line thereof the phrase “, or a Default or Event of Default in the payment
or delivery of the consideration due upon conversion in respect of,”.


 


Section 6.10. Undertaking to Pay Costs.
All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that
any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions of this ‎Section 6.10 (to the extent
permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section
2.9 and Section 2.10 of the Base Indenture, as amended by
‎Section 3.07(b), or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued
and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, if applicable)
on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any
Note, or receive the consideration due upon conversion, in accordance with the provisions of ‎Article 12.


 






    	26



    	 



    

 


Article 7

Concerning the Trustee 


Section 7.01. Amendments to Article VII
of the Base Indenture. Article 12 Section 7.1(e) of the Base Indenture is hereby amended with respect to the Notes by inserting
the word “reasonably” immediately prior to the word “satisfactory” in the second line thereof.


 


(b) Section 7.2(f) of the Base Indenture
is hereby amended with respect to the Notes by inserting the word “reasonably” immediately prior to the word “satisfactory”
in the third line thereof.


 


Article 8

Concerning the Holders 


Section 8.01. Applicability of Section
2.14.6 and Section 9.5 of the Base Indenture. Section 2.14.6 and Section 9.5 of the Base Indenture shall not apply to
the Notes.


 


Section 8.02. Action by Holders.
Whenever in the Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes
may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein
may be evidenced Article 13 by any instrument or any number of instruments of similar tenor executed by Holders in person or by
agent or proxy appointed in writing, or Article 14 by the record of the Holders voting in favor thereof at any meeting of Holders
duly called and held in accordance with the provisions of ‎Article 9, or Article 15 by a combination of such instrument or
instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action
by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation,
a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not
more than fifteen days prior to the date of commencement of solicitation of such action.


 


Section 8.03. Who Are Deemed Absolute
Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Registrar may deem
the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such
Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by
any Person other than the Company or any Registrar) for the purpose of receiving payment of or on account of the principal of and
(subject to ‎Section 3.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes;
and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Registrar shall be affected by any
notice to the contrary. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid,
and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability
for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in the Indenture or the Notes
following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without
the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s
right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of the Indenture.


 






    	27



    	 



    

 


Section 8.04. Revocation of Consents;
Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎Section 8.02,
of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in the Indenture
in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which
have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding
in accordance with any reasonable rules prescribed by the Trustee as provided in Section
10.6 of the Base Indenture, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken
by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether
any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration
of transfer thereof.


 


Section 8.05. Proof of Execution by Holders.
Subject to the provisions of Section 7.1, Section 7.2 and Section 10.6 of the Base Indenture, proof of the execution of any instrument
by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the
Note Register or by a certificate of the Registrar. The record of any Holders’ meeting shall be proved in the manner provided
in ‎Section 9.06.


 


Section 8.06. Pledged Company-Owned Notes.
Notes owned by the Company, by any Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Subsidiary thereof that have been pledged in good faith may be regarded
as outstanding under the Indenture if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right
to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or a Subsidiary thereof. In the case of
a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying
all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons, and, subject
to Section 7.1 of the Base Indenture, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.


 






    	28



    	 



    

 


Article 9

Holders’ Meetings 


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


 


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


 


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


 


(c) to consent to the execution of an
indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.03; or


 


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


 


Section 9.02. Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time
and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant
to ‎Section 8.02, shall be delivered to Holders of such Notes at their addresses as they shall appear on the Note Register.
Such notice shall also be mailed to the Company. Such notices shall be mailed not less than 20 nor more than 90 days prior to the
date fixed for the meeting.


 


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


 


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


 






    	29



    	 



    

 


Section 9.04. Qualifications for Voting.
To be entitled to vote at any meeting of Holders a Person shall Article 16 be a Holder of one or more Notes on the record date
pertaining to such meeting or Article 17 be a Person appointed by an instrument in writing as proxy by a Holder of one or more
Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


 


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


 


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


 


Subject to the provisions of Section
2.9 and Section 2.10 of the Base Indenture, as amended by ‎Section 3.07(b), at any meeting of Holders each Holder or
proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him or her; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue
of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders.
Any meeting of Holders duly called pursuant to the provisions of ‎Section 9.02 or ‎Section 9.03 may be adjourned from time
to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not constituting
a quorum, and the meeting may be held as so adjourned without further notice.


 


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


 






    	30



    	 



    

 


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


 


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


 


Article 10

Supplemental Indentures 


Section 10.01. Applicability of Article
IX of the Base Indenture. Section 9.1, Section 9.2, Section 9.3 and Section 9.5 of the Base Indenture shall not apply to the
Notes. Instead, the supplemental indenture provisions set forth in this ‎Article 10 shall, with respect to the Notes, supersede
in their entirety Section 9.1, Section 9.2, Section 9.3 and Section 9.5 of the Base Indenture, and all references in the Base Indenture
to such Sections and amendment and waiver provisions therein, as the case may be, shall, with respect to the Notes, be deemed to
be references to the corresponding Sections of this ‎Article 10 and the supplemental indenture provisions set forth therein.


 


Section 10.02. Supplemental Indentures
Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors and the Trustee, at the
Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one
or more of the following purposes:


 


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


 


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


 


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






    	31



    	 



    




 


(d) to secure the Notes;


 


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


 


(f) to make any change that does not
adversely affect the rights of any Holder;


 


(g) in connection with any Merger Event,
provide that the notes are convertible into Reference Property, subject to the provisions of ‎Section 12.02, and make such
related changes to the terms of the Notes to the extent expressly required by ‎Section 12.07;


 


(h) to comply with any requirement of
the Commission in connection with the qualification of the Indenture under the TIA; or


 


(i) to conform the provisions of the
Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement.


 


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


 


Any supplemental indenture authorized by
the provisions of this ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions of ‎Section 10.03.


 


Section 10.03. Supplemental Indentures
with Consent of Holders. With the consent (evidenced as provided in ‎Article 8) of the Holders of at least a majority of
the aggregate principal amount of the Notes then outstanding (determined in accordance with ‎Article 8 and including, without
limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized
by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or any supplemental indenture or of modifying in any manner the rights of
the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such
supplemental indenture shall:


 


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


 


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


 


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


 


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


 






    	32



    	 



    

 


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


 


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


 


(g) change the ranking of the Notes;


 


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


 


(i) make any change in this ‎Article
10 that requires each Holder’s consent or in the waiver provisions in ‎Section 6.03 or ‎Section 6.08.


 


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


 


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


 


Section 10.04. Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this ‎Article 10, the Indenture
shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations,
duties and immunities under the Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.


 


Article 11

Consolidation, Merger, Sale, Conveyance and Lease 


Section 11.01. Applicability of Article
V of the Base Indenture. Article V of the Base Indenture shall not apply to the Notes. Instead, the consolidation, merger,
sale, conveyance and lease provisions set forth in this ‎Article 11 shall, with respect to the Notes, supersede in their entirety
such Article V of the Base Indenture, and all references in the Base Indenture to such Article and Company successor provisions
therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this ‎‎Article 11 and the
consolidation, merger, sale, conveyance and lease provisions set forth in this ‎‎Article 11.


 






    	33



    	 



    

 


Section 11.02. Company May Consolidate,
Etc. on Certain Terms. Subject to the provisions of ‎Section 11.03, the Company shall not consolidate with, merge with
or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:


 


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


 


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


 


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


 


Section 11.03. Successor Corporation
to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by
the Successor Company, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the
principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be,
of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions
of the Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the
case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company,
with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company
instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and
delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the
Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation,
merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ‎Article 11 the Person named
as the “Company” in the first paragraph of this First Supplemental Indenture (or any successor that shall thereafter
have become such in the manner prescribed in this ‎Article 11)
may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released
from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes.






    	34



    	 



    




 


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


 


Section 11.04. Opinion of Counsel to
Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, complies with the provisions of this ‎Article 11.


 


Article 12

Conversion of Notes 


Section 12.01. Conversion Privilege.
Article 18 Subject to and upon compliance with the provisions of this ‎Article 12, each Holder of a Note shall have the right,
at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 12.01(b), at any time prior
to the close of business on the Business Day immediately preceding June 1, 2019 under the circumstances and during the periods
set forth in ‎Section 12.01(b), and (ii) regardless of the conditions described in ‎Section 12.01(b), on or after June
1, 2019 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each
case, at an initial conversion rate of 14.3916 shares of Common Stock (subject to adjustment as provided in this
‎Article 12, the “Conversion Rate”)
per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 12.02, the
“Conversion Obligation”).


 


(b) Article 19 Prior to the close of
business on the Business Day immediately preceding June 1, 2019, a Holder may surrender all or any portion of its Notes for conversion
at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder
of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product
of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day.
The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading
Price set forth in this First Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent of
the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price,
along with appropriate contact information for each. The Bid Solicitation Agent shall have no obligation to determine the Trading
Price per $1,000 principal amount of Notes unless the Company has requested such determination in writing in the manner described
in the immediately preceding sentence, and the Company shall have no obligation to make such request unless a Holder provides the
Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than
98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading
Day, at which time the Company shall instruct the Bid Solicitation Agent, in writing in the manner described in the immediately
preceding sentence, to determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on
each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the
product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Company does not instruct the Bid Solicitation
Agent to determine the Trading Price per $1,000 principal amount of Notes when and in the manner obligated as provided in the preceding
sentence, or if the Company so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make
such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than
98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.
If the Trading Price condition set forth above has been met, the Company shall so notify, in writing, the Holders, the Trustee
and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been
met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify, in writing, the Holders of the
Notes, the Trustee and the Conversion Agent (if other than the Trustee).


 






    	35



    	 



    

 


(ii) If, prior to the close
of business on the Business Day immediately preceding June 1, 2019, the Company elects to:


 


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


 


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


 






    	36



    	 



    

 


then, in either case, the Company shall notify all Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 40 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its
Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend
Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take
place, in each case, even if the Notes are not otherwise convertible at such time.


 


(iii) If a transaction or
event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business
Day immediately preceding June 1, 2019, regardless of whether a Holder has the right to require the Company to repurchase the Notes
pursuant to ‎Section 13.02, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or
lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately preceding
June 1, 2019, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or
any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 40 Scheduled
Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives
notice of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also
constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee
and the Conversion Agent (if other than the Trustee) in writing (x) as promptly as practicable following the date the Company publicly
announces such transaction but in no event less than 40 Scheduled Trading Days prior to the anticipated effective date of such
transaction or (y) if the Company does not have knowledge of such transaction at least 40 Scheduled Trading Days prior to the anticipated
effective date of such transaction, within two Business Days of the date upon which the Company receives notice, or otherwise becomes
aware, of such transaction, but in no event later than the actual effective date of such transaction.


 


(iv) Prior to the close of
business on the Business Day immediately preceding June 1, 2019, a Holder may surrender all or any portion of its Notes for conversion
at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2015 (and only during such calendar
quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during
the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater
than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each
calendar quarter commencing after June 1, 2019 whether the Notes may be surrendered for conversion in accordance with this clause
‎(iv) and shall notify the Conversion Agent and the Trustee if the Notes become convertible in accordance with this clause
(iv).


 






    	37



    	 



    

 


Section 12.02. Conversion Procedure;
Settlement Upon Conversion.


 


(a) Subject to this ‎Section 12.02,
‎Section 12.03(b) and ‎Section 12.07(a), upon conversion of any Note, the Company shall pay or deliver, as the case may
be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”),
shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance
with subsection ‎(j) of this ‎Section 12.02 (“Physical Settlement”) or a combination of cash and shares
of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with
subsection ‎(j) of this ‎Section 12.02 (“Combination Settlement”), at its election, as set forth in
this ‎Section 12.02.


 


(i) All conversions for which
the relevant Conversion Date occurs on or after June 1, 2019 shall be settled using the same Settlement Method.


 


(ii) Except for any conversions
for which the relevant Conversion Date occurs on or after June 1, 2019, the Company shall use the same Settlement Method for all
conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with
respect to conversions with different Conversion Dates.


 


(iii) If, in respect of any
Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after June 1, 2019), the
Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of
such Conversion Date (or all such conversions, as the case may be), the Company, through the Trustee, shall inform converting Holders
(by delivery of such Settlement Notice to the Trustee) no later than the close of business on the second Trading Day immediately
following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or
after June 1, 2019, no later than June 1, 2019). If the Company does not elect a Settlement Method prior to the deadline set forth
in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement
and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified
Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant
Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified
Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement
in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in
such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.


 






    	38



    	 



    

 


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


 


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


 


(B) if the Company elects
to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting
Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion
Values for each of the 30 consecutive Trading Days during the related Observation Period; and


 


(C) if the Company elects
(or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the
Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement
Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Days during the related Observation
Period.


 


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


 


(b) Subject to ‎Section 12.02(e),
before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall Article 20 in the
case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to
interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 12.02(h) and
Article 21 in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent
as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the
office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names
(with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon
settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and
accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish
appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment
Date to which such Holder is not entitled as set forth in ‎Section 12.02(h). The Trustee (and if different, the Conversion
Agent) shall notify the Company of any conversion pursuant to this ‎Article 12 on the Conversion Date for such conversion.
No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental
Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase
Notice in accordance with ‎Section 13.03.


 






    	39



    	 



    

 


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


 


(c) A Note shall be deemed to have been
converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has
complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎‎Section 12.03(b)‎Section
12.07(a) and ‎Section 12.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the
Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical
Settlement, or on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any
other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued,
and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry
transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction
of the Company’s Conversion Obligation.


 


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


 


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


 






    	40



    	 



    

 


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


 


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


 


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


 


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


 






    	41



    	 



    

 


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


 


Section 12.03. Increased Conversion Rate
Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. Article 22 If a Make-Whole Fundamental
Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert its Notes in connection with such
Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the
Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”),
as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change
Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso
in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental
Change) (such period, the “Make-Whole Fundamental Change Period”).


 


(b) Upon surrender of Notes for conversion
in connection with a Make-Whole Fundamental Change pursuant to ‎Section 12.01(b)(iii), the Company shall, at its option, satisfy
the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section
12.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b)
of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely
of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation
shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied
by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the third Business Day following
the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change and
issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.


 


(c) The number of Additional Shares,
if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date
on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price
(the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental
Change. If all holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change
described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise,
the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending
on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of
Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend
Date, Effective Date (as such term is used in ‎Section 12.04) or expiration date of the event occurs during such five consecutive
Trading Day period.


 






    	42



    	 



    

 


(d) The Stock Prices set forth in the
column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted.
The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment
and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below
shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section 12.04.


 


(e) The following table sets forth
the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of
Notes pursuant to this ‎Section 12.03 for each Stock Price and Effective Date set forth below: 


 





	Stock Price
	Effective Date	$53.45	$57.00	$61.00	$65.00	$69.49	$75.00	$80.00	$85.00	$95.00	$105.00	$125.00	$145.00	$175.00	$205.00
	December 10, 2014	4.3175	3.7948	3.2786	2.8501	2.4518	2.0548	1.7631	1.5217	1.1504	0.8836	0.5383	0.3350	0.1624	0.0700
	December 1, 2015	4.3175	3.7751	3.2340	2.8263	2.4052	1.9899	1.6883	1.4415	1.0684	0.8061	0.4766	0.2894	0.1362	0.0580
	December 1, 2016	4.3175	3.7576	3.2310	2.7393	2.2917	1.8569	1.5468	1.2976	0.9304	0.6816	0.3836	0.2238	0.0993	0.0384
	December 1, 2017	4.3175	3.7428	3.0777	2.5432	2.0656	1.6134	1.3004	1.0564	0.7136	0.4963	0.2581	0.1426	0.0586	0.0188
	December 1, 2018	4.3175	3.4547	2.6976	2.1049	1.5948	1.1376	0.8425	0.6292	0.3632	0.2220	0.0983	0.0498	0.0161	0.0004
	December 1, 2019	4.3175	3.1523	2.0019	0.9931	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000










 


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


 


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


 


(ii) if the Stock Price is
greater than $205.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of
the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and


 






    	43



    	 



    

 


(iii) if the Stock Price is
less than $53.45 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the
table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes exceed 18.7091 shares of Common Stock, subject to adjustment in
the same manner as the Conversion Rate pursuant to ‎Section 12.04.


 


(f) Nothing in this ‎Section 12.03
shall prevent an adjustment to the Conversion Rate pursuant to ‎Section 12.04 in respect of a Make-Whole Fundamental Change.


 


Section 12.04. Adjustment of Conversion
Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except
that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case
of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders
of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 12.04,
without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied
by the principal amount (expressed in thousands) of Notes held by such Holder.


 


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


 





 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and
	OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.







 





 






    	44



    	 



    

 


Any adjustment made under this ‎Section 12.04(a) shall become
effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after
the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this ‎Section 12.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately
readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.


 


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


 





 where,








 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.







  


Any increase made under this ‎Section 12.04(b) shall be
made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open
of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the
expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be
in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion
Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not
occurred.


 






    	45



    	 



    

 


For purposes of this ‎Section 12.04(b)
and for the purpose of ‎Section 12.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders
to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common
Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.


 


(c) If the Company distributes shares
of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to
acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding Article 23 dividends,
distributions or issuances as to which an adjustment was effected pursuant to ‎Section 12.04(a) or ‎Section 12.04(b),
Article 24 dividends or distributions paid exclusively in cash as to which the provisions set forth in ‎Section 12.04(d) shall
apply, and Article 25 Spin-Offs as to which the provisions set forth below in this ‎Section 12.04(c) shall apply (any of such
shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital
Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on
the following formula:


 


 


where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.







 






    	46



    	 



    

 


Any increase made under the portion of this
‎Section 12.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution.
If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common
Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If
the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this ‎Section
12.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices
in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 


With respect to an adjustment pursuant to
this ‎Section 12.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of
Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the
Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”),
the Conversion Rate shall be increased based on the following formula:


 





 where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	CR'	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in ‎Section 2.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.










 






    	47



    	 



    

 


The increase to the Conversion Rate under the preceding paragraph
shall occur on the last Trading Day of the Valuation Period; provided that in respect of any conversion of Notes during
the Valuation Period, references in the portion of this ‎Section 12.04(c) related to Spin-Offs with respect to 10 Trading Days
shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off
and the Conversion Date in determining the Conversion Rate. If the Ex-Dividend Date of the Spin-Off is after the 10th Trading Day
immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references in the
preceding paragraph to 10 Trading Days will be deemed to be replaced, solely in respect of that conversion of Notes, with such
lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the
last Trading Day of such Observation Period.


 


For purposes of this ‎Section 12.04(c)
(and subject in all respect to ‎Section 12.11), rights, options
or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of
the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options
or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred
with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the
Common Stock, shall be deemed not to have been distributed for purposes of this ‎Section 12.04(c) (and no adjustment to the
Conversion Rate under this ‎Section 12.04(c) will be required)
until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed
and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this ‎Section 12.04(c). If any
such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this First
Supplemental Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable
to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such
event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with
such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without
exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options
or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto
that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this ‎Section
12.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without
exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such
rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such
distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per
share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants
(assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such
redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without
exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.


 






    	48



    	 



    

 


For purposes of ‎Section 12.04(a),
‎Section 12.04(b) and this ‎Section 12.04(c), if any dividend
or distribution to which this ‎Section 12.04(c) is applicable also includes one or both of:


 


(A) a dividend or distribution of shares
of Common Stock to which ‎Section 12.04(a) is applicable (the “Clause A Distribution”); or


 


(B) a dividend or distribution of rights,
options or warrants to which ‎Section 12.04(b) is applicable (the “Clause B Distribution”),


 


then, in either case, (1) such dividend or
distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution
to which this ‎Section 12.04(c) is applicable (the “Clause
C Distribution”) and any Conversion Rate adjustment required by this ‎Section 12.04(c) with respect to such Clause
C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow
the Clause C Distribution and any Conversion Rate adjustment required by ‎Section 12.04(a) and ‎Section 12.04(b) with respect
thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution
and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common
Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior
to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of ‎Section 12.04(a) or “outstanding
immediately prior to the open of business on such Ex-Dividend Date” within the meaning of ‎Section 12.04(b).


 


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


 


 





where,


 





	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.







 






    	49



    	 



    

 


Any increase pursuant to this ‎Section 12.04(d)
shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution.
If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of
Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common
Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to
the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.


 


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


 





 where,


 


 





	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);



 






    	50



    	 



    

 


 


	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.







 


The increase to the Conversion Rate under this ‎Section
12.04(e) shall occur at the close of business on the 10th Trading
Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided
that in respect of any conversion of Notes within the 10 Trading Days immediately following, and including, the expiration date
of any tender or exchange offer, references in this ‎Section 12.04(e) with respect to 10 Trading Days shall be deemed replaced
with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Conversion
Date in determining the Conversion Rate. In addition, if the Trading Day next succeeding the date such tender or exchange offer
expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion
of Notes, references in the preceding paragraph to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion
of Notes, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period.


 


(f) Notwithstanding this ‎Section
12.04 or any other provision of the Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend
Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would
be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under ‎Section
12.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions
in this ‎Section 12.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting
Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted
basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 


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


 


(h) In addition to those adjustments
required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 12.04, and to the extent permitted
by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed,
the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board
of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted
by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed,
the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common
Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to
acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding
two sentences, the Company shall mail to the Holder of each Note at its last address appearing on the Note Register a notice of
the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.


 






    	51



    	 



    

 


(i) Notwithstanding anything to the
contrary in this ‎Article 12, the Conversion Rate shall not be adjusted:


 


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


 


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


 


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


 


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


 


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


 


(j) All calculations and other determinations
under this ‎Article 12 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.


 


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


 






    	52



    	 



    

 


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


 


Section 12.05. Adjustments of Prices.
Whenever any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the
Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period
for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall make appropriate
adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment
to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs,
at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement
Amounts are to be calculated.


 


Section 12.06. Shares to Be Fully Paid.
The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient
shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming
delivery of the maximum number of Additional Shares pursuant to ‎Section 12.03 and that at the time of computation of such
number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).


 


Section 12.07. Effect of Recapitalizations,
Reclassifications and Changes of the Common Stock.


 


(a) In the case of:


 


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


 


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


 


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


 


(iv) any statutory share exchange,


 






    	53



    	 



    

 


in each case, as a result of which the Common
Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination
thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the
right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes
into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof)
that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have
owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property”
meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such
Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section 10.02(g) providing for such
change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective
time of the Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or
delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 12.02 and (B) (I) any amount payable in
cash upon conversion of the Notes in accordance with ‎Section 12.02 shall continue to be payable in cash, (II) any shares of
Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section
12.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common
Stock would have been entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the value
of a unit of Reference Property.


 


If the Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part
upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively
make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration
actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding
paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders
of the Common Stock receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs
after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes
shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional
Shares pursuant to ‎Section 12.03), multiplied by the price paid per share of Common Stock in such Merger Event and
(B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Business Day immediately
following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the
Trustee), in writing, of such weighted average as soon as practicable after such determination is made.


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this ‎Article 12. If, in the case of any Merger Event, the Reference Property
includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other
than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall
also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the
Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing
for the purchase rights set forth in ‎Article 13.


 






    	54



    	 



    

 


(b) When the Company executes a supplemental
indenture pursuant to subsection ‎(a) of this ‎Section 12.07, the Company shall promptly file with the Trustee an Officers’
Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise
a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the
execution of such supplemental indenture to be delivered to each Holder, at its address appearing on the Note Register provided
for in the Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity
of such supplemental indenture.


 


(c) The Company shall not become a party
to any Merger Event unless its terms are consistent with this ‎Section 12.07. None of the foregoing provisions shall affect
the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common
Stock, as applicable, as set forth in ‎Section 12.01 and ‎Section 12.02 prior to the effective date of such Merger Event.


 


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


 


Section 12.08. Certain Covenants.
Article 26 The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the issue thereof.


 


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


 


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


 






    	55



    	 



    

 


Section 12.09. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)
of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect
to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and
any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares
of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any
Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality
of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to ‎Section 12.07 relating either to the kind
or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes
after any event referred to in such ‎Section 12.07 or to any adjustment to be made with respect thereto, but, subject to the
provisions of ‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of
any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated
to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor
the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 12.01(b) has occurred
that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and
the Conversion Agent the notices referred to in ‎Section 12.01(b) with respect to the commencement or termination of such conversion
rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices
to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided
for in ‎Section 12.01(b).


 


Section 12.10. Notice to Holders Prior
to Certain Actions. In case of any:


 


(a) action by the Company or one of
its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to ‎Section 12.04
or ‎Section 12.11;


 


(b) Merger Event; or


 


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


 


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


 






    	56



    	 



    

 


Section 12.11. Stockholder Rights Plans.
If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued
upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the
Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such
stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights
have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the
Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of
the Common Stock Distributed Property as provided in ‎Section 12.04(c), subject to readjustment in the event of the expiration,
termination or redemption of such rights.


 


Article 13

Repurchase of Notes at Option of Holders 


Section 13.01. [Intentionally Omitted].



 


Section 13.02. Repurchase at Option
of Holders Upon a Fundamental Change. Article 27 If a Fundamental Change occurs at any time, each Holder shall have the right,
at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof
that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”)
specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental
Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),
unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to
which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest
to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the
principal amount of Notes to be repurchased pursuant to this ‎Article 13.


 


(b) Repurchases of Notes under this
‎Section 13.02 shall be made, at the option of the Holder thereof, upon:


 


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


 






    	57



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee the Fundamental Change Repurchase Notice contemplated by this ‎Section 13.02 shall have
the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal
to the Trustee in accordance with ‎Section 13.03.


 


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


 


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


 






    	58



    	 



    

 


(i) the events causing the
Fundamental Change;


 


(ii) the date of the Fundamental
Change;


 


(iii) the last date on which
a Holder may exercise the repurchase right pursuant to this ‎Article 13;


 


(iv) the Fundamental Change
Repurchase Price;


 


(v) the Fundamental Change
Repurchase Date;


 


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


 


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


 


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


 


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


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this ‎Section 13.02.


 


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


 


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


 






    	59



    	 



    

 


Section 13.03. Withdrawal of Fundamental
Change Repurchase Notice. Article 28 A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means
of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with this ‎Section
13.03 at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date,
specifying:


 


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


 


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


 


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


 


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


 


Section 13.04. Deposit of Fundamental
Change Repurchase Price. Article 29 The Company will deposit with the Trustee (or other Paying Agent appointed by the Company,
or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section 5.03) on
or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase
all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes
by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn
prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on
the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in ‎Section
13.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by
the Company) by the Holder thereof in the manner required by ‎Section 13.02
by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note
Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available
funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by
the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.


 


(b) If by 11:00 a.m. New York City time,
on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient
to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then,
with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, Article 30 such
Notes will cease to be outstanding, Article 31 interest will cease to accrue on such Notes (whether or not book-entry transfer
of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and Article 32 all other rights of
the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable,
accrued and unpaid interest).


 






    	60



    	 



    

 


(c) Upon surrender of a Note that is
to be repurchased in part pursuant to ‎Section 13.02, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.


 


Section 13.05. Covenant to Comply with
Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company will, if required:


 


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


 


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


 


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


 


in each case, so as to permit the rights and
obligations under this ‎Article 13 to be exercised in the time and in the manner specified in this ‎Article 13.


 


Article 14

No Redemption 


Section 14.01. No Redemption; Applicability
of Article III and Article XI of the Base Indenture. Article III and Article XI of the Base Indenture shall not apply to the
Notes. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided for the Notes.


 


Article 15

Miscellaneous Provisions 


Section 15.01. Provisions Binding on
Company’s Successors. All agreements of the Company in the Indenture and the Notes shall bind its successor. All agreements
of the Trustee in the Indenture shall bind its successor.


 






    	61



    	 



    

 


Section 15.02. Official Acts by Successor
Corporation. Any act or proceeding by any provision of the Indenture authorized or required to be done or performed by any
board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee
or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.


 


Section 15.03. Governing Law; Jurisdiction.
Article 33 The first sentence of Section 10.10 of the Base Indenture shall not apply to the Notes.


 


(b) THE INDENTURE AND EACH NOTE, AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


 


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


 


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


 


Section 15.04. No Security Interest Created.
Nothing in the Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 15.05. Benefits of Indenture.
Nothing in the Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties hereto,
any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar and their successors hereunder, any benefit or
any legal or equitable right, remedy or claim under the Indenture.


 


Section 15.06. Table of Contents, Headings,
Etc. The table of contents and headings of the Articles and Sections of this First Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof or of the Indenture.


 






    	62



    	 



    

 


Section 15.07. Execution in Counterparts.
This First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement.


 


Section 15.08. Severability. In case
any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 15.09. Waiver of Jury Trial.
The second sentence of Section 10.10 of the Base Indenture shall apply to the Notes; provided that for purposes of the Notes
the phrase “THIS INDENTURE” therein shall be replaced with “THE INDENTURE”.


 


Section 15.10. Calculations. Except
as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily
Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of the Notes. The
Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final
and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion
Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations
without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the written
request of that Holder at the sole cost and expense of the Company.


 


Section 15.11. USA PATRIOT Act. The
parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to
the Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy
the requirements of the USA PATRIOT Act.


 


[Remainder of page
intentionally left blank]


 




    	63



    	 



    

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


 


	ANI PHARMACEUTICALS,
    INC.
	 
	 
	By:	/s/
    Charlotte C. Arnold
	 	Name: Charlotte C. Arnold
	 	Title: Vice President and
    Chief Financial Officer



 


 


 


	THE BANK OF NEW
    YORK MELLON, as Trustee
	 
	 
	By:	/s/
    Latoya S. Elvin
	 	Name: Latoya S. Elvin
	 	Title: Vice President



 




    	 



    	 



    

EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL SECURITY]


 


[THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR
A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.]


 




    	A-1



    	 



    

ANI Pharmaceuticals, Inc.



3.00% Convertible Senior Note due 2019


 





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





  





 


CUSIP No. 00182C AA1


 


ANI PHARMACEUTICALS, INC., a corporation
duly organized and validly existing under the laws of the State of Delaware (the “Company,” which term includes
any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [CEDE & CO.]2 [_______]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of $[_______]]5, which amount, taken together
with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $143,750,000 in
aggregate at any time, in accordance with the rules and procedures of the Depositary, on December 1, 2019, and interest thereon
as set forth below.


 


This Note shall bear interest at the rate
of 3.00% per year from December 10, 2014, or from the most recent date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date until December 1, 2019. Interest is payable semi-annually in arrears on each
June 1 and December 1, commencing on June 1, 2015, to Holders of record at the close of business on the preceding May 15 and November
15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in ‎Section
6.04 of the within-mentioned First Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein
or in the Base Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would
be payable pursuant to any of such ‎Section 6.04, and any express mention of the payment of Additional Interest in any provision
therein or in the Base Indenture shall not be construed as excluding Additional Interest in those provisions thereof where such
express mention is not made.


 


Any Defaulted Amounts shall accrue interest
per annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from,
and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the
Company, at its election, in accordance with ‎Section 3.03(c) of the First Supplemental Indenture.


 


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


 


 





 














1
Include if a global note.


2
Include if a global note.


3
Include if a physical note.


4
Include if a global note.


5
Include if a physical note.









 


 






    	A-2



    	 



    

 


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


 


This Note, and any claim, controversy
or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of
New York (without regard to the conflicts of laws provisions thereof).


 


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


 


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


 


[Remainder of page intentionally left
blank]


 




    	A-3



    	 



    

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


 


 





	ANI PHARMACEUTICALS, INC.
	By:	 
	 	Name:
	 	Title:


 





 


	
	By:	 
	 	Name:
	 	Title:



 



 


 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



THE BANK OF NEW YORK MELLON

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

in the within-named Indenture.


 


 





	By:  	
	 	Authorized Officer







 


 




    	A-4



    	 



    

[FORM OF REVERSE OF NOTE]


 


ANI Pharmaceuticals, Inc.

3.00% Convertible Senior Note due 2019


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 3.00% Convertible Senior Notes due 2019 (the “Notes”), limited to
the aggregate principal amount of $143,750,000, all issued or to be issued under and pursuant to the First Supplemental Indenture
dated as of December 10, 2014 (the “First Supplemental Indenture”), between the Company and The Bank of New
York Mellon (the “Trustee”), which amends and supplements the Indenture dated as of December 10, 2014 between
the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by the First Supplemental
Indenture and from time to time with respect to the Notes, the “Indenture”) to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note
shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    	A-5



    	 



    

 


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


 


The Notes are not subject to redemption
through the operation of any sinking fund or otherwise.


 


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


 


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


 




    	A-6



    	 



    

ABBREVIATIONS


 


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


 


TEN COM = as tenants in common 


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties 




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






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


 


 


 




    	A-7



    	 



    

SCHEDULE A[6]


 


SCHEDULE OF EXCHANGES OF NOTES



ANI Pharmaceuticals, Inc.

3.00% Convertible Senior Notes due 2019


 


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


 





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







 


 


 


 


 


 


 


 






    	A-8



    	 



    

 


 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


	To:	The Bank of New York Mellon
	 	101 Barclay Street, Floor 7W

New York, New York 10286

Attention: Corporate Trust Administration



 


The undersigned registered owner of this
Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple
thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable,
in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common
Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing
any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been
indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance
with ‎Section 12.02(d) and ‎Section 12.02(e) of the First Supplemental Indenture. Any amount required to be paid to the
undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings
ascribed to such terms in the Indenture.


 


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Signature(s)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature Guarantee	 	 
	 	 	 	 







 


Signature(s) must be guaranteed 

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 






    	1



    	 



    

 


Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


 





	
	(Name)
	
	(Street Address)
	(City, State and Zip Code)

Please print name and address
	 



 





 


 





 


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


 


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


 


_________________________


Social Security or Other Taxpayer

Identification Number


 


 




    	2



    	 



    

ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


 


To: The Bank of New York Mellon


101 Barclay Street, Floor 7W

New York, New York 10286

Attention: Corporate Trust Administration


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from ANI Pharmaceuticals, Inc. (the “Company”) as to the occurrence
of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with ‎Section 13.02 of the First Supplemental Indenture referred
to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral
multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a
Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to,
but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture.


 


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


 


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	Signature(s)
	 	 	 	 
	 	 	 
	 	 	 
	 	 	Social Security or Other Taxpayer

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








 


 






    	1