Exhibit 4.3


 


Execution
Version


 


SUPPLEMENTAL INDENTURE


 


This SUPPLEMENTAL INDENTURE, dated as of June 30,
2020 (this “Supplemental Indenture”), is entered into by and among IAC FinanceCo, Inc. (the “Company”,
to be renamed Match Group FinanceCo, Inc.), Match Group, Inc. (formerly known as IAC/InterActiveCorp) (the “Reference
Entity”), as Reference Entity and Computershare Trust Company, N.A., as Trustee (the “Trustee”). Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Indenture (as defined below).


 


W I T N E S S E T H :


 


WHEREAS, the Company, the Reference Entity
and the Trustee are parties to that certain Indenture, dated as of October 2, 2017 (as amended, supplemented or otherwise
modified prior to the date hereof, the “Indenture” ), relating to the issuance of the Company’s 0.875%
Exchangeable Senior Notes due 2022 (the “Notes”);


 


WHEREAS, the Reference Entity, IAC Holdings, Inc.
a Delaware corporation (“New IAC”), Valentine Merger Sub LLC, a Delaware limited liability company and Match
Group, Inc., a Delaware corporation, previously entered into a Transaction Agreement, dated as of December 19, 2019,
as amended on April 28, 2020 and June 22, 2020 (as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Transaction Agreement”);


 


WHEREAS, pursuant to the terms of the Transaction
Agreement and in connection with the transactions contemplated thereunder, including the 2020 Spin-Off (defined below), on the
date hereof, the Reference Entity has effected a reclassification of its outstanding Common Stock (the “Reclassification”),
pursuant to which each previously existing share of Common Stock of the Reference Entity was converted into 2.1584 shares of newly
issued Class M common stock, par value $0.001 per share, of the Reference Entity.


 


WHEREAS, pursuant to the terms of the Transaction
Agreement and in connection with the transactions contemplated thereunder, including the Reclassification, on the date hereof,
the Reference Entity has effected a transaction that constitutes a Spin-Off under the Indenture (the “2020 Spin-Off”),
which was effected by a reclassification of each share of the Reference Entity’s outstanding Common Stock into one share
of Series 1 Mandatorily Exchangeable Preferred Stock of the Reference Entity (the “Series 1 Preferred Stock”),
a reclassification of each share of the Reference Entity’s outstanding Class B common stock into one share of Series 2
Exchangeable Preferred Stock of the Reference Entity (the “Series 2 Preferred Stock”) and the mandatory
redemption and exchange of each share of the Series 1 Preferred Stock for one share of common stock of New IAC (which was
renamed IAC/InteractiveCorp) and the mandatory redemption and exchange of each share of the Series 2 Preferred Stock for
one share of Class B common stock of New IAC.


 


WHEREAS, the Reclassification is a Merger
Event.


 






     


     


    

 


WHEREAS, Section 14.07 of the Indenture
provides, among other things, that in the event of a Merger Event, the Company and the Reference Entity shall execute with the
Trustee a supplemental indenture permitted under Section 10.01(g) providing that following such Merger Event, each Note
shall be exchangeable into or for, respectively, 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 Exchange Rate
immediately prior to such Merger Event would have owned or been entitled to receive, upon such Merger Event;


 


WHEREAS, in accordance with Section 10.01(g) of
the Indenture, the Company, the Reference Entity and the Trustee may from time to time and at any time enter into any amendment,
supplement or waiver in connection with any Merger Event (including the Reclassification) to provide that the Notes are convertible
into or exchangeable for Reference Property and make changes to the terms of the Notes to the extent expressly required by Section 14.07;


 


WHEREAS, in accordance with Section 10.01(a) of
the Indenture, the Company, the Reference Entity and the Trustee may from time to time and at any time enter into any amendment,
supplement or waiver to cure any ambiguity, omission, defect or inconsistency;


 


WHEREAS, the Company has furnished the Trustee
with an Opinion of Counsel and an Officers’ Certificate in accordance with the Indenture;


 


WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company, the Reference Entity and the Trustee and a valid amendment of, and supplement
to, the Indenture and the Notes have been done, and the entry into this Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto covenant and agree
for the equal and proportionate benefit of all Holders of the notes, as follows:


 


1.            The
Indenture is, effective as of the date on which the Supplemental Indenture is entered into, hereby amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Indenture attached as Exhibit A hereto.


 


2.            THIS
SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, 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).


 


3.            This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 






     


     


    

 


4.            Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 


5.            If
there is any express conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental
Indenture shall control.


 


6.            All
the covenants, stipulations, promises and agreements of the Company and the Reference Entity contained in this Supplemental Indenture
shall bind their respective successors and assigns whether so expressed or not.


 


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


 


8.            The
recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer and Reference Entity and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. The Trustee is authorized and directed by the Company to execute and deliver this Supplemental Indenture.


 






     


     


    

 


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


 


	 	IAC FINANCECO, INC., as Company
	 	 
	 	By:	/s/ Gary Swidler
	 	 	Name:	Gary Swidler
	 	 	Title:	 President, Chief Operating Officer
	 	 	& Chief Financial Officer  




 


	 	MATCH GROUP, INC., as Reference Entity

 (formerly known as IAC/InterActiveCorp)  
	 	 
	 	By:	/s/ Gary Swidler
	 	 	Name:	Gary Swidler
	 	 	Title:	Chief Operating Officer 
	 	 	& Chief Financial Officer




 


[Signature Page to 2022 Exchangeable
Notes Supplemental Indenture]


 






     


     


    

 


	 	COMPUTERSHARE TRUST COMPANY, N.A.,  
	 	As Trustee  
	 	 
	 	By:	/s/ Jerry Urbanek  
	 	 	Name:	Jerry Urbanek  
	 	 	Title:	Trust Officer  




 


[Signature
Page to 2022 Exchangeable Notes Supplemental Indenture]


 






     


     


    

 



 


	 	 	 



 


IAC FINANCECO, INC.,


 


 


as Company,


 


 


IAC/INTERACTIVECORP,


 


 


as Reference Entity


 


 




AND


 


 


COMPUTERSHARE TRUST COMPANY, N.A.,


 


 


 


as Trustee


 


 


 


INDENTURE


 


 


 


Dated as of October 2, 2017


 


 


 


0.875% Exchangeable Senior Notes due 2022


 


 


	 	 	 








 



     


     


    




 


TABLE OF CONTENTS


 





 






 




	Page
	 
	ARTICLE
    1
 Definitions
	 
	Section
    1.01 . Definitions	1
	Section
1.02 . References to Interest	25
			



 


	ARTICLE
    2
 Issue, Description,
    Execution, Registration and Exchange of Notes
	 	 	 
	Section
    2.01 . Designation and Amount	25
	Section
    2.02 . Form of Notes	25
	Section
    2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	26
	Section
    2.04 . Execution, Authentication and Delivery of Notes	27
	Section
    2.05 . Exchange of Notes for Other Notes and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	28
	Section
    2.06 . Mutilated, Destroyed, Lost or Stolen Notes	37
	Section
    2.07 . Temporary Notes	38
	Section
    2.08 . Cancellation of Notes Paid, Exchanged, Etc	38
	Section
    2.09 . CUSIP Numbers	38
	Section
    2.10 . Additional Notes; Repurchases	39
	 
	ARTICLE
    3
 Satisfaction and
    Discharge
	 	 	 
	Section
    3.01 . Satisfaction and Discharge	39
	 
	ARTICLE
    4
 Particular Covenants
    of the Company
	 	 	 
	Section
    4.01 . Payment of Principal and Interest	40
	Section
    4.02 . Maintenance of Office or Agency	40
	Section
    4.03 . Appointments to Fill Vacancies in Trustee’s Office	40
	Section
    4.04 . Provisions as to Paying Agent	41
	Section
    4.05 . Existence	42
	Section
    4.06 . Rule 144A Information Requirement and Annual Reports	42
	Section
    4.07 . Stay, Extension and Usury Laws	43
	Section
    4.08 . Compliance Certificate; Statements as to Defaults	43
	Section
    4.09 . Covenants Regarding Tax Extinguishment Events	43
	Section
    4.10 . Risk Notices	44
	Section
    4.11 . Fraudulent Conveyance and Fraudulent Transfer	44
	Section
    4.12 . Further Instruments and Acts	44



 






    i 


     


    




 


	ARTICLE
    5
 Lists of Holders
	 	 	 
	Section
    5.01 . Lists of Holders	44
	Section
    5.02. Preservation and Disclosure of Lists	45
	 
	ARTICLE
    6
 Defaults and Remedies
	 	 	 
	Section
    6.01 . Events of Default	45
	Section
    6.02 . Acceleration; Rescission and Annulment	47
	Section
    6.03 . Additional Interest; Registration Default Damages	48
	Section
    6.04 . Payments of Notes on Default; Suit Therefor	49
	Section
    6.05 . Application of Monies Collected by Trustee	50
	Section
    6.06 . Proceedings by Holders	51
	Section
    6.07 . Proceedings by Trustee	52
	Section
    6.08 . Remedies Cumulative and Continuing	52
	Section
    6.09 . Direction of Proceedings and Waiver of Defaults by Majority of Holders	53
	Section
    6.10 . Notice of Defaults	53
	Section
    6.11 . Undertaking to Pay Costs	53
	 
	ARTICLE
    7
 Concerning the
    Trustee
	 	 	 
	Section
    7.01 . Duties and Responsibilities of Trustee	54
	Section
    7.02 . Reliance on Documents, Opinions, Etc	56
	Section
    7.03 . No Responsibility for Recitals, Etc	57
	Section 7.04 . Trustee, Paying Agents, Exchange Agents, Bid Solicitation Agent or Note Registrar May Own Notes	57
	Section
    7.05 . Monies and Shares of Common Stock to Be Held in Trust	57
	Section
    7.06 . Compensation and Expenses of Trustee	57
	Section
    7.07 . Officers’ Certificate as Evidence	58
	Section
    7.08 . Eligibility of Trustee	58
	Section
    7.09 . Resignation or Removal of Trustee	59
	Section
    7.10 . Acceptance by Successor Trustee	60
	Section
    7.11 . Succession by Merger, Etc	60
	Section
    7.12 . Trustee’s Application for Instructions from the Company	61
	 
	ARTICLE
    8
 Concerning the
    Holders
	 	 	 
	Section
    8.01 . Action by Holders	61
	Section
    8.02 . Proof of Execution by Holders	62
	Section
    8.03 . Who Are Deemed Absolute Owners	62
	Section
    8.04 . Company-Owned Notes Disregarded	62
	Section
    8.05 . Revocation of Consents; Future Holders Bound	63



 






    ii 


     


    

 


	ARTICLE
    9
 Holders’
    Meetings
	 	 	 
	Section
    9.01 . Purpose of Meetings	63
	Section
    9.02 . Call of Meetings by Trustee	64
	Section
    9.03 . Call of Meetings by Company or Holders	64
	Section
    9.04 . Qualifications for Voting	64
	Section
    9.05 . Regulations	64
	Section
    9.06 . Voting	65
	Section
    9.07 . No Delay of Rights by Meeting	65
	 
	ARTICLE
    10
 Amendments, Supplements
    and Waivers
	 	 	 
	Section
    10.01 . Supplemental Indentures Without Consent of Holders	65
	Section
    10.02 . Supplemental Indentures with Consent of Holders	67
	Section
    10.03 . Effect of Supplemental Indentures	68
	Section
    10.04 . Notation on Notes	68
	Section
    10.05 . Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	68
	 
	ARTICLE
    11
 Consolidation,
    Merger, Sale, Conveyance and Lease
	 	 	 
	Section
    11.01 . Company and Reference Entity May Consolidate, Etc. on Certain Terms	68
	Section
    11.02 . Successor Company to Be Substituted	69
	Section
    11.03 . Opinion of Counsel to Be Given to Trustee	69
	Section
    11.04 . Additional Agreements.	69
	Section
    11.05 . Formation of a Successor Holding Company Reference Entity	70
	 
	ARTICLE
    12
 Immunity of Incorporators,
    Stockholders, Officers and Directors
	 	 	 
	Section
    12.01 . Indenture and Notes Solely Corporate Obligations	70
	 
	ARTICLE
    13
 Guarantee
	 	 	 
	Section
    13.01 . Guarantee	71
	Section
    13.02 . Execution and Delivery of Guarantee	72
	Section
    13.03 . Limitation of Reference Entity’s Liability; Certain Bankruptcy Events	73
	Section
    13.04 . Application of Certain Terms and Provisions to the Reference Entity	73
	 
	ARTICLE
    14
 Exchange of Notes
	 	 	 
	Section
    14.01 . Exchange Privilege	73



 



    iii 


     


    

 


	Section
    14.02 . Exchange Procedure; Settlement Upon Exchange.	78
	Section
    14.03 . Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes
    or a Redemption Notice	82
	Section
    14.04 . Adjustment of Exchange Rate	84
	Section
    14.05 . Adjustments of Prices and Exchange/Conversion Rate	104
	Section
    14.06 . Shares to Be Fully Paid	104
	Section
    14.07 . Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	105
	Section
    14.08 . Certain Covenants	107
	Section
    14.09 . Responsibility of Trustee	107
	Section
    14.10 . Notice to Holders Prior to Certain Actions	108
	Section
    14.11 . Stockholder Rights Plans	108
	Section
    14.12 . Shareholder Approval	108
	 
	ARTICLE
    15
 Repurchase of
    Notes at Option of Holders
	 	 	 
	Section
    15.01 . Intentionally Omitted.	109
	Section
    15.02 . Repurchase at Option of Holders Upon a Fundamental Change	109
	Section
    15.03 . Withdrawal of Fundamental Change Repurchase Notice	111
	Section
    15.04 . Deposit of Fundamental Change Repurchase Price	112
	Section
    15.05 . Covenant to Comply with Applicable Laws Upon Repurchase of Notes	113
	 
	ARTICLE
    16
 Optional Redemption
	 	 	 
	Section
    16.01 . Optional Redemption	113
	Section
    16.02 . Notice of Optional Redemption	113
	Section
    16.03 . Payment of Notes Called for Redemption	114
	Section
    16.04 . Restrictions on Redemption	115
	 
	ARTICLE
    17
 Miscellaneous
    Provisions
	 	 	 
	Section
    17.01 . Provisions Binding on Company’s and Reference Entity’s Successors	115
	Section
    17.02 . Official Acts by Successor Corporation	115
	Section
    17.03 . Addresses for Notices, Etc	115
	Section
    17.04 . Governing Law; Jurisdiction	116
	Section
    17.05 . Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	117
	Section
    17.06 . Legal Holidays	117
	Section
    17.07 . No Security Interest Created	117
	Section
    17.08 . Benefits of Indenture	117
	Section
    17.09 . Table of Contents, Headings, Etc	117
	Section
    17.10 . Authenticating Agent	118
	Section
    17.11 . Execution in Counterparts	119



 



    iv 


     


    

 


	Section
    17.12 . Severability	119
	Section
    17.13 .Waiver of Jury Trial	119
			
	Section
    17.14 . Force Majeure	119
	Section
    17.15 . Calculations	119
	Section
    17.16 . USA PATRIOT Act	119




 


	 	 	EXHIBIT
	 	 	 
	Exhibit A	 	Form of Note
	 	 	A-1
	Exhibit B	 	Form of Investor Representation Letter
	 	 	B-1
	Exhibit C	 	Form of DTC Important Notice
	 	 	C-1




 



    V 


     


    




 


INDENTURE dated as of October 2, 2017
among IAC FINANCECO, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in
Section 1.01), IAC/INTERACTIVECORP, a Delaware corporation, which
was renamed MATCH GROUP, INC., as guarantor (“IAC” and, on the Issue Date (as defined below),
the “Reference Entity,” as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 0.875% Exchangeable Senior Notes due 2022 (the “Notes”),
initially in an aggregate principal amount not to exceed $517,500,000, and in order to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;
and


 


WHEREAS, the Reference Entity has duly authorized
the execution and delivery of this Indenture and the Guarantee hereunder; and


 


WHEREAS, the Form of Note, the certificate
of authentication to be borne by each Note, the Form of Notice of Exchange 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 provided in this Indenture , the valid, binding and legal obligations of the Company, the Guarantee, when executed by
the Reference Entity the valid, binding and legal obligation of the Reference Entity, and this Indenture a valid agreement according
to its terms, have been done and performed, and the execution of this Indenture and the Guarantee and the issuance hereunder of
the Notes have in all respects been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article 1

Definitions


 


Section 1.01. Definitions.
The terms defined in this Section 1.01 for all purposes of this Indenture shall have the respective meanings specified in
this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in
this Article include the plural as well as the singular.


 






    2 


     


    

 


“2020
Spin-Off” means the Spin-Off transaction contemplated under that certain Transaction Agreement, dated as of December 19,
2019 and amended as of April 28, 2020, among the Reference Entity, IAC Holdings, Inc., Valentine Merger Sub LLC
and Match Group, Inc., as amended, amended and restated, supplemented or otherwise modified from time to time, effected by
(i) a reclassification of each share of the Reference Entity’s outstanding Common Stock into one share of Series 1
Preferred Stock, (ii) a reclassification of each share of the Reference Entity’s outstanding Class B common stock
into one share of Series 2 Preferred Stock and (iii) the mandatory redemption and exchange of each share of Series 1
Preferred Stock into one share of common stock of New IAC and of each share of the Series 2 Preferred Stock into one share
of Class B common stock of New IAC.


 


“Additional Interest”
means all amounts, if any, payable pursuant to Section 6.03 and any Registration Default Damages payable pursuant to the Registration
Rights Agreement, as applicable.


 


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


 


“Affiliate” of any specified
Person means any other Person which directly or indirectly Controls or is Controlled by, or is under direct or indirect common
Control with such specified Person.


 


“Affiliated Persons”
means, with respect to any specified Person, (a) such specified Person’s spouse, siblings, descendants, stepchildren,
step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified
Person and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or other entity or investment
vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary
benefit of any of such Persons.


 


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


 


“Benefited Party” shall
have the meaning specified in Section 13.01.


 


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


 


“Board of Directors”
means, with respect to the Company or the Reference Entity, as the case may be, the board of directors of the Company or the Reference
Entity, as applicable, or a duly authorized committee of such board.


 


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


 






    3 


     


    

 


“Business Day” means
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 Markets Indebtedness”
means any indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering
registered under the Securities Act or (b) a private placement to institutional investors that is resold in accordance with
Rule 144A or Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such
debt securities to registration thereof with the Commission. The term “Capital Markets Indebtedness,” for the
avoidance of doubt, shall not be construed to include any indebtedness issued to institutional investors in a direct placement
of such indebtedness that is not resold by an intermediary (it being understood that, without limiting the foregoing, a financing
that is distributed to not more than 10 Persons (provided that multiple managed accounts and Affiliates of any such Persons
shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any indebtedness
under any credit agreement, commercial bank or similar indebtedness, capitalized lease obligation or recourse transfer of any financial
asset or any other type of indebtedness incurred in a manner not customarily viewed as a “securities offering.”


 


“Capital Stock” means:
(a) in the case of a corporation, corporate stock or shares; (b) in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the
case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and (d) any other interest or participation that confers upon a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.


 


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


 


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


 


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


 


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


 


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


 


“Common Stock” on any
date means each class of common stock for which the Notes would be exchangeable or into which the notes would be convertible on
such date, which (i) on
the Issue Date iswas
the Common Stock, par value $0.001 per share, of IAC, and
(ii) on and after the Supplemental Indenture Effective Date is the Common Stock, par value $0.001 per share, of Match Group, Inc.
(formerly known as IAC/InteractiveCorp), subject to Section 11.05, Section 14.04 and Section 14.07.


 






    4 


     


    

 


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


 


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


 


“Company Order” means
a written order of the Company, signed by any two Officers, (a) one of whom shall hold any of the following positions with
the Reference Entity: Chairman of the Board, Chief Executive Officer, President, Executive or Senior Vice President or any Vice
President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”);
and (b) one of whom shall be any such other Officer designated in clause (a) of this definition or the Company’s
Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise. “Controlled” shall have a meaning correlative
thereto.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 8742 Lucent Boulevard, Suite 225, Highlands Ranch, Colorado 80129, Attention: Rob Major,
or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the Reference Entity,
or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate
from time to time by notice to the Holders, the Company and the Reference Entity).


 


“Credit Agreement” means
that certain Amended and Restated Credit Agreement, dated as of October 7, 2015, as amended on December 14, 2016 and
as further amended on September 25, 2017, by and among IAC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent, as amended, amended and restated or replaced from time to time.


 


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


 


“Daily Exchange Value,”
for any Trading Day, means 2.5% of the product of (a) the Exchange 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 40.


 


“Daily Settlement Amount,”
for any Trading Day, shall consist of:


 


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


 






    5 


     


    

 


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


 


“Daily VWAP,” for any
Trading Day, means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on
the Bloomberg page related to the Common Stock, which on the Issue Date shall be “IAC <equity> AQR” (or
its equivalent successor if such page is not available) and
which on and after the Supplemental Indenture Effective Date shall be “MTCH<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.


 


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


 


“Defaulted Amounts” means
any amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change Repurchase Price, principal
and interest) that are not paid when due.


 


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


 


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


 


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


 


“Election Merger Shares”
shall have the meaning specified in Section 14.04(f)(i).


 


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


 


“Ex-Dividend Date” means
the first date on which the 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 Reference Entity or, if applicable, from
the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or
market.


 


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


 


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


 






    6 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)            (1) a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than any one
or more Permitted Holders or a group Controlled by one or more Permitted Holders, the Reference Entity, its Wholly Owned Subsidiaries
and its and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of more than 50% of the voting power of the Reference Entity’s Common Equity, or (2) a “person”
or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Reference Entity, its
Wholly Owned Subsidiaries and its and their employee benefit plans, has become the direct or indirect “beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the outstanding shares of the Common Stock (excluding,
for purposes of this clause (a)(2), any shares of any class of Capital Stock of the Reference Entity that is not listed on a U.S.
national or regional securities exchange of which such person or group is the beneficial owner);


 


(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 Reference Entity (whether or not also constituting
a transaction described in clause (A)) 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 Reference Entity and its Subsidiaries, taken as a whole, to any Person other than one of
the Reference Entity’s Wholly Owned Subsidiaries; provided, however, that neither (x) a transaction described
in clause (A) or (B) in which the holders of all classes of the Reference Entity’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 nor (y) a transaction described in clause (C) that constitutes, or is part of a
series of transactions that collectively constitute, a Spin-Off, a Split-Off, a Share Election Merger or a Permitted HoldCo Transaction
in connection with a publicly announced Spin-Off, Split-Off or Share Election Merger, in either case, shall be a Fundamental Change
pursuant to this clause (b);


 



    7 


     


    




 


(c)            the
occurrence of a Tax Extinguishment Event;


 


(d)            the
stockholders of the Company or the Reference Entity approve any plan or proposal for the liquidation or dissolution of the Company
or the Reference Entity, as applicable; provided, however, if the Reference Entity has assumed the obligations of
the Company as issuer under the Notes and this Indenture, the approval by the Company’s stockholders of any plan or proposal
for the liquidation or dissolution of the Company thereafter shall not be a Fundamental Change pursuant to this clause (d); or


 


(e)            the
Common Stock 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) on any Trading Day, tested as of the open of trading on the relevant exchange
on such Trading Day;


 


provided, however, that a transaction or transactions
described in clause (a) or clause (b) above shall not constitute a Fundamental Change or a Make-Whole Fundamental Change,
if at least 90% of the consideration received or to be received by the common stockholders of the Reference Entity in respect of
the shares of the Common Stock, excluding cash payments for fractional shares, 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, or exchangeable for, such consideration (or, in the case of a transaction that constitutes, or is part of a series of simultaneous,
or substantially contemporaneous, transactions that collectively constitute, a Spin-Off, Split-Off, Permitted HoldCo Transaction
or Share Election Merger, the Notes become or remain convertible into, or exchangeable for, shares of the 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),
excluding cash payments for fractional shares (subject to the provisions of Section 14.02(a)). For purposes of the immediately
preceding sentence, transactions shall be “substantially contemporaneous” if such transactions are consummated
and completed during the period following the close of trading on the relevant exchange on any Trading Day and prior to the open
of trading on the relevant exchange on the immediately succeeding Trading Day.


 



    8 


     


    







 


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


 


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


 


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


 


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


 


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


 


“Guarantee” shall have
the meaning specified in Section 13.01.


 


“Guarantee Obligations”
shall have the meaning specified in Section 13.01.


 


“Holder,” as applied
to any Note means any Person in whose name at the time a particular Note is registered on the Note Register.


 


“IAC” shall have the
meaning specified in the first paragraph of this Indenture.


 


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


 


“Initial Purchasers”
means J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Guggenheim Securities, LLC, PNC Capital Markets LLC, SG Americas Securities,
LLC, Fifth Third Securities, Inc. and HSBC Securities (USA) Inc.


 


“Interest Payment Date”
means April 1 and October 1 of each year, beginning on April 1, 2018.


 


“Investment Company Act”
shall mean the United States Investment Company Act of 1940, as amended.


 


“Investor Representation Letter”
means the investor letter provided to the Trustee and the Company in connection with the registration of transfer of any Physical
Note, the form of which is set forth in Exhibit B attached hereto.


 


“Issue Date” means October 2,
2017.


 






    9 


     


    

 


“Last Reported Sale Price”
of the Common Stock (or any other security for which a closing sale price is to be determined hereunder) 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 (or such other security) is traded. If the
Common Stock (or such other security) 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 (or such other
security) 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 (or such other security) 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 (or such other security) 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 clause (x) of the proviso in clause (b) of
the definition thereof).


 


“Make-Whole Fundamental Change
Period” shall have the meaning specified in Section 14.03(a).


 


“Market Disruption Event”
means, for the purposes of determining amounts due upon exchange (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.


 


“Maturity Date” means
October 1, 2022.


 


“Maximum Exchange Rate”
shall have the meaning specified in Section 14.03(e).


 


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


 


“MergeCo” shall have
the meaning specified in Section 14.04(f)(i).


 


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


 


“New
IAC” means IAC Holdings, Inc., a Delaware corporation (which was renamed IAC/InteractiveCorp).


 


“Non-Cash Distribution Period”
shall have the meaning specified in Section 14.04(c).


 






    10 


     


    

 


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


 


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


 


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


 


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


 


“Observation Period”
applicable to any Note surrendered for exchange means: (i) subject to clause (ii), if the relevant Exchange Date occurs prior
to July 1, 2022, the 40 consecutive Trading Day period beginning on, and including, the third Trading Day immediately succeeding
such Exchange Date; (ii) if the relevant Exchange Date occurs on or after the date of the Company’s issuance of a Redemption
Notice with respect to the Notes pursuant to Section 16.02 and prior to the close of business on the Scheduled Trading Day
immediately preceding the relevant Redemption Date, the 40 consecutive Trading Days beginning on, and including, the 42nd Scheduled
Trading Day immediately preceding such Redemption Date; and (iii) subject to clause (ii), if the relevant Exchange Date occurs
on or after July 1, 2022, the 40 consecutive Trading Days beginning on, and including, the 42nd Scheduled Trading Day immediately
preceding the Maturity Date.


 


“Offering Memorandum”
means the preliminary offering memorandum dated September 25, 2017, as supplemented by the related pricing term sheet dated
September 26, 2017, relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company or the Reference Entity, as applicable, the Chairman of the Board of Directors, the Chief Executive Officer,
the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary of the Company or the Reference
Entity, as the case may be.


 


“Officers’ Certificate,”
when used with respect to the any Person, means a certificate that is delivered to the Trustee and that is signed by (a) two
Officers of such Person or (b) one Officer of such Person and one of any Assistant Treasurer, any Assistant Secretary or the
Controller of such Person. Each such certificate shall include the statements provided for in Section 17.05 if and to the
extent required by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant to Section 4.08
shall be the principal executive, financial or accounting officer or the Treasurer of the Company.


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company or Reference Entity, or
other counsel reasonably acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.


 


“Optional Redemption”
shall have the meaning specified in Section 16.01.


 






    11 


     


    

 


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


 


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


 


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


 


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


 


(d)             Notes
exchanged pursuant to Article 14 and required to be cancelled pursuant to Section 2.08;


 


(e)             Notes
redeemed pursuant to Article 16; and


 


(f)              Notes
repurchased by the Company pursuant to the penultimate sentence of Section 2.10.


 


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


 


“Permitted HoldCo Transaction”
shall have the meaning specified in Section 11.05.


 


“Permitted Holder” means
any one or more of (a) Barry Diller, (b) each of the Affiliated Persons of the Person referred to in clause (a), and
(c) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities
of which are beneficially owned by any one or more of the Persons referred to in clauses (a) or (b).


 


“Person” means any individual,
corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.


 


“Physical Notes” means
permanent certificated Notes in registered form issued in minimum denominations of $250,000 principal amount and integral multiples
of $1,000 principal amount in excess thereof.


 


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


 






    12 


     


    

 


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


 


“Purchaser” shall have
the meaning specified in the definition of Representations of Purchasers.


 


“Qualified Institutional Buyer”
shall mean a “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified Purchaser”
shall mean a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act for purposes of
Section 3(c)(7) of the Investment Company Act.


 


“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 Reference Entity’s Board of Directors, by statute, by contract or otherwise).


 


“Redemption Cash Amount,”
in respect of any exchange of Notes, shall equal $1,000, plus the amount of accrued and unpaid interest to, but excluding,
the relevant Exchange Date per $1,000 principal amount of Notes (which accrued and unpaid interest shall be deemed to be paid in
full in connection with such exchange as set forth in Section 14.02(h)).


 


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


 


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


 


“Redemption Price” means,
for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such Notes, plus accrued and
unpaid interest to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or
prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid
interest to the Interest Payment Date to Holders of record of such Notes as of the close of business on such Regular Record Date,
and the Redemption Price will be equal to 100% of the principal amount of such Notes).


 


“Reference Entity” means,
on any date, the legal entity whose common stock is the Common Stock on such date.


 


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


 


“Registration Default”
shall have the meaning specified in the Registration Rights Agreement.


 






    13 


     


    

 


“Registration Default Damages”
shall have the meaning specified in the Registration Rights Agreement.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of October 2, 2017, among the Company, IAC/InterActiveCorp and the
Representatives of the Initial Purchasers, as amended from time to time in accordance with its terms.


 


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


 


“Representations of Purchasers”
means each of the following deemed representations, warranties and covenants made by each purchaser (including subsequent transferees)
of the Notes (or a beneficial interest therein) to the Company:


 


1.            The
purchaser is purchasing the Notes for its own account or for a beneficial owner for which such Person is acting as fiduciary or
agent with complete investment discretion and with authority to bind such other Person (the purchaser, and each such beneficial
owner, collectively, the “Purchaser”), and not with a view to any public resale or distribution thereof.


 


2.            The
Purchaser understands and acknowledges that the Notes have not been and will not be registered under the Securities Act or any
U.S. state or foreign securities laws and may not be offered, sold or otherwise transferred except pursuant to an exemption from
registration. Notwithstanding the availability of an exemption from the registration requirements under the Securities Act, the
Notes may not be resold or transferred except to investors who are Qualified Institutional Buyers and who are also Qualified Purchasers.


 


3.            The
Purchaser is a Qualified Institutional Buyer and also a Qualified Purchaser. The Purchaser is aware (and any other Person for whom
such Purchaser is purchasing is aware) that any sale of the Notes to it will be made in reliance on Rule 144A and such acquisition
will be for its own account or for the account of another Qualified Institutional Buyer and Qualified Purchaser who is also aware
that the sale to it is being made in reliance on Rule 144A.


 


4.            The
Purchaser is not a broker-dealer which owns and invests on a discretionary basis less than $25,000,000 in securities of issuers
unaffiliated with such broker-dealer.


 


5.            The
Purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets of such a plan,
unless the investment decisions with respect to such plan are made solely by the fiduciary, trustee or sponsor of such plan.


 


6.            The
Purchaser and each account for which it is purchasing or otherwise acquiring the Notes (or beneficial interests therein), will
purchase, hold or transfer at least $250,000 of the Notes (or beneficial interests therein).


 


7.            The
Purchaser was not formed, reformed or recapitalized for the specific purpose of investing in the Notes and/or other securities
of the Company (unless all of the beneficial owners of such Purchaser’s securities are both Qualified Institutional Buyers
and Qualified Purchasers).


 



    14 


     


    





 


8.           If
the Purchaser is an investment company excepted from the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof
and was formed on or before April 30, 1996, it has received the consent of its beneficial owners who acquired their interests
on or before April 30, 1996, with respect to its treatment as a Qualified Purchaser in the manner required by Section 2(a)(51)(C) of
the Investment Company Act and the rules promulgated thereunder.


 





9.           The
Purchaser is not a partnership; common trust fund; or corporation, special trust, pension fund or retirement plan, or other entity,
in which the partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be,
may designate the particular investment to be made, or the allocation thereof, unless all such partners, beneficiaries, beneficial
owners, participants, shareholders or other equity owners are both Qualified Institutional Buyers and Qualified Purchasers.





 


10.         The
Purchaser has not invested more than 40% of its assets in the Notes (or beneficial interests therein) and/or other securities of
the Company after giving effect to the purchase of the Notes (or beneficial interests therein) (unless all of the beneficial owners
of such Purchaser’s securities are both Qualified Institutional Buyers and Qualified Purchasers).





 


11.         The
Purchaser agrees that the Company shall be entitled to require any Holder of the Notes (or a beneficial interest therein) that
is determined not to have been both a Qualified Institutional Buyer and a Qualified Purchaser (and to have met the other requirements
set forth in paragraphs 1 through 12 and paragraph 14 of this definition of “Representations of Purchasers”) at the
time of acquisition of such Notes (or such beneficial interest) to sell such Notes (or such beneficial interest) in accordance
with the provisions described in the third paragraph of the legend below.


 





12.         The
Purchaser understands that the Company may receive a list of participants holding positions in the Notes from the Depositary or
any other depositary holding beneficial interests in the Notes.


 





13.         The
Purchaser and each person for which it is acting understands that any sale or transfer to a Person that does not comply with the
requirements set forth in paragraphs 1 through 12 and paragraph 14 of this definition of “Representations of Purchasers”
relating to the requirements for Qualified Institutional Buyers may, at the Company’s discretion, be considered void and
of no effect and that any sale or transfer to a Person that does not comply with the requirements set forth in paragraphs 1 through
12 and paragraph 14 of this definition of “Representations of Purchasers” relating to the requirements for Qualified
Purchasers will be void and of no effect.


 






    15


     


    

 





14.         The
Purchaser agrees on its own behalf and on behalf of any investor account for which it is purchasing the Notes, and each subsequent
Holder of the Notes by its acceptance thereof will agree, to offer, reoffer, sell or otherwise transfer such Notes only (i) to
an investor that is both a Qualified Institutional Buyer and a Qualified Purchaser, and (ii) in accordance with all applicable
securities laws of the United States, any state of the United States and any other applicable jurisdiction, subject in each case
to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times
within its or their control. Such Purchaser acknowledges that the Global Notes and any Physical Notes will bear a legend substantially
to the following effect:








 







THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY U.S. STATE OR
FOREIGN SECURITIES LAWS AND IAC FINANCECO, INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). INTERESTS IN THIS NOTE MAY BE
OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE
144A OF THE SECURITIES ACT THAT ARE “QUALIFIED PURCHASERS” FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT
COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF AN INTEREST IN THIS NOTE AND EACH SUBSEQUENT HOLDER OF AN INTEREST IN THIS NOTE
IS REQUIRED TO NOTIFY ANY PURCHASER OF AN INTEREST IN THIS NOTE OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH UNDER “NOTICE TO INVESTORS; TRANSFER RESTRICTIONS—REPRESENTATIONS
OF PURCHASERS” IN THE OFFERING MEMORANDUM FOR THE NOTES.


 









    16


     


    

 


EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES)
OF THE NOTES (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) THE
PURCHASER IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR A BENEFICIAL OWNER FOR WHICH SUCH PERSON IS ACTING AS FIDUCIARY OR
AGENT WITH COMPLETE INVESTMENT DISCRETION AND WITH AUTHORITY TO BIND SUCH OTHER PERSON (THE PURCHASER, AND EACH SUCH BENEFICIAL
OWNER, COLLECTIVELY, THE “PURCHASER”), AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) THE
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY
U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION. NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
THE NOTES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO INVESTORS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51)
OF THE INVESTMENT COMPANY ACT); (3) THE PURCHASER IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER. THE PURCHASER
IS AWARE (AND ANY OTHER PERSON FOR WHICH SUCH PURCHASER IS PURCHASING IS AWARE) THAT ANY SALE OF THE NOTES TO IT WILL BE MADE IN
RELIANCE ON RULE 144A AND SUCH ACQUISITION WILL BE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER
AND QUALIFIED PURCHASER THAT IS ALSO AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON RULE 144A; (4) THE PURCHASER IS
NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS UNAFFILIATED
WITH SUCH BROKER-DEALER; (5) THE PURCHASER IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN, OR A TRUST
HOLDING THE ASSETS OF SUCH A PLAN, UNLESS THE INVESTMENT DECISIONS WITH RESPECT TO SUCH PLAN ARE MADE SOLELY BY THE FIDUCIARY,
TRUSTEE OR SPONSOR OF SUCH PLAN; (6) THE PURCHASER AND EACH ACCOUNT FOR WHICH IT IS PURCHASING OR OTHERWISE ACQUIRING THE
NOTES (OR BENEFICIAL INTERESTS THEREIN), WILL PURCHASE, HOLD OR TRANSFER AT LEAST $250,000 OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN); (7) THE PURCHASER WAS NOT FORMED, REFORMED OR RECAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE NOTES AND/OR
OTHER SECURITIES OF THE COMPANY (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS); (8) IF THE PURCHASER IS AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT COMPANY ACT PURSUANT
TO SECTION 3(C)(1) OR SECTION 3(C)(7) THEREOF AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED
THE CONSENT OF ITS BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS
A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(A)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED
THEREUNDER; (9) THE PURCHASER IS NOT A PARTNERSHIP; COMMON TRUST FUND; OR CORPORATION, SPECIAL TRUST, PENSION FUND OR RETIREMENT
PLAN, OR OTHER ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY
OWNERS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENT TO BE MADE, OR THE ALLOCATION THEREOF, UNLESS ALL
SUCH PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS; (10) THE PURCHASER HAS NOT INVESTED MORE THAN 40% OF ITS ASSETS IN THE NOTES (OR BENEFICIAL
INTERESTS THEREIN) AND/OR OTHER SECURITIES OF THE COMPANY AFTER GIVING EFFECT TO THE PURCHASE OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN) (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED
PURCHASERS); (11) THE PURCHASER AGREES THAT THE COMPANY SHALL BE ENTITLED TO REQUIRE ANY HOLDER OF THE NOTES (OR A BENEFICIAL INTEREST
THEREIN) THAT IS DETERMINED NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE
OTHER REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH) AT THE TIME OF ACQUISITION OF SUCH NOTES
(OR SUCH BENEFICIAL INTEREST) TO SELL SUCH NOTES (OR SUCH BENEFICIAL INTEREST) IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW;
(12) THE PURCHASER UNDERSTANDS THAT THE COMPANY MAY RECEIVE A LIST OF THE PARTICIPANTS FROM DTC OR ANY OTHER DEPOSITARY HOLDING
BENEFICIAL INTERESTS IN THE NOTES; (13) THE PURCHASER AND EACH PERSON FOR WHICH IT IS ACTING UNDERSTANDS THAT ANY SALE OR TRANSFER
TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH RELATING
TO THE REQUIREMENTS FOR QUALIFIED INSTITUTIONAL BUYERS MAY, AT THE DISCRETION OF THE COMPANY, BE CONSIDERED VOID AND OF NO EFFECT
AND THAT ANY SALE OR TRANSFER TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE
14 OF THIS PARAGRAPH RELATING TO THE REQUIREMENTS FOR QUALIFIED PURCHASERS WILL BE VOID AND OF NO EFFECT; AND (14) THE PURCHASER
AGREES ON ITS OWN BEHALF AND ON BEHALF OF AN INVESTOR ACCOUNT FOR WHICH IT IS PURCHASING THE NOTES, AND EACH SUBSEQUENT HOLDER
OF THE NOTES BY ITS ACCEPTANCE THEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH NOTES ONLY (I) TO AN
INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE
TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL.





 



    17


     


    




 


IF ANY PERSON ACQUIRING A NOTE (OR A BENEFICIAL
INTEREST THEREIN) IS NOT A QUALIFIED INSTITUTIONAL BUYER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME
OF ACQUISITION THEREOF, THE COMPANY MAY REGARD THE TRANSACTION AS NULL AND VOID AND OF NO EFFECT. IF ANY PERSON ACQUIRING
A NOTE (OR A BENEFICIAL INTEREST THEREIN) IS NOT A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION THEREOF, THE TRANSACTION WILL
BE NULL AND VOID AND OF NO EFFECT. IF THE PURCHASER OR ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF A NOTE (OR A BENEFICIAL INTEREST
THEREIN) IS DETERMINED NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE OTHER REQUIREMENTS
SET FORTH ABOVE) AT THE TIME IT ACQUIRED SUCH NOTES (OR SUCH BENEFICIAL INTEREST), THE COMPANY MAY COMPEL SUCH PERSON TO SELL
OR TRANSFER, AS APPLICABLE, SUCH NOTES (OR SUCH BENEFICIAL INTEREST) WITHIN 30 DAYS AFTER NOTICE OF THE SALE REQUIREMENT IS GIVEN
TO A PERSON THAT IS (I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER (AND MEETS THE OTHER REQUIREMENTS
SET FORTH HEREIN). IF SUCH HOLDER (OR BENEFICIAL OWNER) FAILS TO EFFECT THE SALE OR TRANSFER, AS APPLICABLE, WITHIN SUCH 30-DAY
PERIOD, THE COMPANY HAS THE RIGHT, WITHOUT FURTHER NOTICE TO SUCH HOLDER, TO COMPEL SUCH HOLDER TO SELL OR TRANSFER, AS APPLICABLE,
SUCH NOTES (OR SUCH BENEFICIAL INTEREST) TO A PURCHASER SELECTED BY THE COMPANY THAT MEETS THE REQUIREMENTS SET FORTH HEREIN ON
SUCH TERMS AS THE COMPANY MAY CHOOSE. THE COMPANY MAY SELECT THE PURCHASER BY SOLICITING ONE OR MORE BIDS FROM ONE OR
MORE BROKERS OR OTHER MARKET PROFESSIONALS THAT REGULARLY DEAL IN SECURITIES SIMILAR TO THE NOTES, AND SELLING SUCH NOTES TO THE
HIGHEST SUCH BIDDER. HOWEVER, THE COMPANY MAY SELECT A PURCHASER BY ANY OTHER MEANS DETERMINED BY THE COMPANY IN ITS SOLE
DISCRETION.


 






    18


     


    




 


ANY INFORMATION PROVIDED TO A PURCHASER
OR A PROSPECTIVE TRANSFEREE SHALL BE FOR THE SOLE PURPOSE OF ASSESSING THE INVESTMENT IN THIS NOTE. AS A CONDITION OF ACCESS TO
SUCH INFORMATION, EACH PURCHASER AGREES THAT NEITHER IT NOR ANY PROSPECTIVE TRANSFEREE MAY DISCLOSE ANY SUCH INFORMATION TO
THIRD PARTIES OTHER THAN AS REQUIRED BY APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS, OR USE THE INFORMATION
FOR ANY PURPOSE OTHER THAN INVESTMENT ANALYSIS.


 


15.         The
Purchaser has had access to such financial and other information concerning the Company and the Notes as it has deemed necessary
in connection with its decision to purchase the Notes. The Purchaser (i) has been given the opportunity to ask questions of
and receive answers from the Company concerning the terms and conditions of the offering and other matters pertaining to an investment
in the Notes, (ii) has been given the opportunity to request and review such additional information necessary to evaluate
the merits and risks of a purchase of the Notes and to verify the accuracy of or to supplement the information contained in the
Offering Memorandum to the extent the Company possesses such information and (iii) has received all documents and information
reasonably necessary to make an investment decision, subject to contractual restrictions on the Company’s ability to disclose
confidential information. The Purchaser understands the terms, conditions and risks of the Notes and that the Notes involve a high
degree of risk as described in the Offering Memorandum, including possible loss of the Purchaser’s entire investment. The
Purchaser has not relied upon any advice or recommendation of the Company, the Reference Entity, any Initial Purchaser or any of
their respective Subsidiaries or Affiliates, and is making its own investment decision based upon its own judgment and upon the
advice of such professional advisors, either employed or independently retained by the Purchaser, as it has deemed necessary to
consult. It has not relied on any other version of the Offering Memorandum other than, or any information other than information
contained in, the final versions thereof in making its investment decision with respect to the Notes. The Purchaser acknowledges
that no Person has been authorized to give any information or to make any representations concerning the Company or the Notes other
than those contained in the Offering Memorandum and, if given or made, such other information or representations have not been
relied upon. The Purchaser acknowledges that it has reviewed the Offering Memorandum, including the “Risk Factors”
and the legends contained in the Offering Memorandum.


 






    19


     


    

 








“Representatives of the Initial
Purchasers” means J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, for themselves and as representatives
of the several Initial Purchasers.


 





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





 


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





 


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





 


“Reverse Spin-Off Valuation Period”
shall have the meaning specified in Section 14.04(c)(ii)(A).





 


“Reverse Split-Off” shall
have the meaning specified in Section 14.04(e)(ii).





 


“Reverse Split-Off Valuation Period”
shall have the meaning specified in Section 14.04(e)(ii).





 


“Rights Distribution Period”
shall have the meaning specified in Section 14.04(b).





 


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





 


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





 


“Scheduled Trading Day”
means a day that is scheduled to be a Trading Day on the 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.





 


“Series 1
Preferred Stock” means the $0.01 par value IAC Series 1 Mandatorily Exchangeable Preferred Stock.





 


“Series 2
Preferred Stock” means the $0.01 par value IAC Series 2 Mandatorily Exchangeable Preferred Stock.


 


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





 






    20


     


    

 


“Settlement Method” means,
with respect to any exchange 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 14.02(a)(iii).





 


“Share Election Merger”
shall have the meaning specified in Section 14.04(f)(i).





 


“Share Election Merger Composition
Notice” shall have the meaning specified in Section 14.04(f)(i).





 


“Share Election Merger Exchangeable
Basket” shall have the meaning specified in Section 14.04(f)(i).





 


“Share Election Merger Notice”
shall have the meaning specified in Section 14.04(f).





 


“Share Election Merger Travel Conditions”
shall have the meaning specified in Section 14.04(f)(i).





 


“Share Election Merger Valuation
Period” shall have the meaning specified in Section 14.04(f)(i).





 


“Significant Subsidiary”
means, (i) prior to the date of the consummation of any Reverse Spin-Off in which all of the Spin-Off Travel Conditions are
met, any Reverse Split-Off in which all of the Split-Off Travel Conditions are met or any Share Election Merger in which all of
the Share Election Merger Travel Conditions are met, any Subsidiary of the Reference Entity that guarantees the Credit Agreement
or any Capital Markets Indebtedness of the Reference Entity or a domestic Subsidiary of the Reference Entity and (ii) on or
after the date of the consummation of any Reverse Spin-Off in which all of the Spin-Off Travel Conditions are met, any Reverse
Split-Off in which all of the Split-Off Travel Conditions are met or any Share Election Merger in which all of the Share Election
Merger Travel Conditions are met, any Subsidiary of SpinCo, SplitCo or MergeCo, as the case may be, that guarantees any credit
agreement with commitments or loans outstanding in excess of $75,000,000 or any Capital Markets Indebtedness of SpinCo, SplitCo
or MergeCo, as the case may be, or a domestic Subsidiary thereof.





 


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





 


“SpinCo” shall have the
meaning specified in Section 14.04(c)(ii).





 


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





 


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





 






    21


     


    

 


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


 





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


 





“SplitCo” shall have
the meaning specified in Section 14.04(e)(ii).





 


“Split/Combination Effective
Date” means the first date on which the 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.





 


“Split-Off” shall have
the meaning specified in Section 14.04(e)(ii).





 


“Split-Off Exchangeable Basket”
shall have the meaning specified in Section 14.04(e)(ii).





 


“Split-Off Notice” shall
have the meaning specified in Section 14.04(e).





 


“Split-Off Travel Conditions”
shall have the meaning specified in Section 14.04(e)(ii).





 


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





 


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


 





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





 


“Successor Holding Company Reference
Entity” shall have the meaning specified in Section 11.05.





 


“Supplemental
Indenture Effective Date” shall mean June 30, 2020.





 


“Tax Extinguishment”
means a deemed exchange of the Notes for U.S. federal income tax purposes pursuant to section 1001 of the U.S. Internal Revenue
Code of 1986, as amended, in connection with a Reverse Spin-Off, Reverse Split-Off or Share Election Merger, as applicable.





 


“Tax Extinguishment Event”
means any of the following:





 


(a)         (i) the
Company delivers a Tax Extinguishment Notice to Holders, the Trustee and the Paying Agent, (ii) the effective date of the
relevant Reverse Spin-Off, Reverse Split-Off or Share Election Merger occurs no earlier than the 10th Scheduled Trading Day following
the date on which the Company delivers such Tax Extinguishment Notice, (iii) the Last Reported Sale Price of the Common Stock
as of the Tax Extinguishment Test Date for such Reverse Spin-Off, Reverse Split-Off or Share Election Merger is greater than the
Exchange Price in effect as of such Tax Extinguishment Test Date (each as determined immediately prior to consummation of such
Reverse Spin-Off, Reverse Split-Off or Share Election Merger) and (iv) the Company has not, prior to 11:59 p.m. New York
City time, on the Tax Extinguishment Test Date for such Reverse Spin-Off, Reverse Split-Off or Share Election Merger, delivered
to the Trustee (A) a written opinion of independent legal counsel of recognized standing, to the effect that the Notes will
be treated as debt for U.S. federal income tax purposes after the relevant Tax Extinguishment and (B) a written statement
that the Company will, except to the extent otherwise required pursuant to a subsequent resolution of a U.S. federal tax audit
or other U.S. federal income tax proceeding, continue to treat the Notes as debt for U.S. federal income tax purposes;


 






    22


     


    







 


(b)         (i) the
Company delivers a Tax Extinguishment Notice to Holders, the Trustee and the Paying Agent, (ii) the effective date of the
relevant Reverse Spin-Off, Reverse Split-Off or Share Election Merger occurs no earlier than the 10th Scheduled Trading Day following
the date on which the Company delivers such Tax Extinguishment Notice, (iii) either (x) the Last Reported Sale Price
of the Common Stock on the original Tax Extinguishment Test Date for such Reverse Spin-Off, Reverse Split-Off or Share Election
Merger was less than or equal to the Exchange Price in effect as of such Tax Extinguishment Test Date (each as determined immediately
prior to consummation of such Reverse Spin-Off, Reverse Split-Off or Share Election Merger) or (y) the Company has delivered
to the Trustee the opinion described in subclause (a)(iv) above prior to 11:59 p.m. New York City time, on the original
Tax Extinguishment Test Date, (iv) the Company determines, or pursuant to the resolution of a U.S. federal income tax audit
or other U.S. federal income tax proceeding it is determined, that a Tax Extinguishment occurred in respect of such Reverse Spin-Off,
Reverse Split-Off or Share Election Merger on a date different from the date originally determined by the Company and on such new
date the Last Reported Sale Price of the Common Stock is (or was) greater than the Exchange Price in effect as of such new date
and (v) the Company has not, prior to 11:59 p.m., New York City time, on the date of such subsequent determination, delivered
to the Trustee (A) a written opinion of independent legal counsel of recognized standing, to the effect that the Notes continued
to be treated as debt for U.S. federal income tax purposes after the relevant Tax Extinguishment and (B) a written statement
that the Company has consistently treated and will, except to the extent otherwise required pursuant to a subsequent resolution
of a U.S. federal tax audit or other U.S. federal income tax proceeding, continue to treat the Notes as debt for U.S. federal income
tax purposes, in which case a Tax Extinguishment Event shall occur at 11:59 p.m. New York City time, on the date of such subsequent
determination;


 





(c)       (i) the
Company does not give a Tax Extinguishment Notice to Holders, the Trustee and the Paying Agent at least 10 Scheduled Trading Days
prior to the date on which the relevant Reverse Spin-Off, Reverse Split-Off or Share Election Merger is expected to be consummated,
(ii) the Company subsequently treats such Reverse Spin-Off, Reverse Split-Off or Share Election Merger, as applicable, as
a Tax Extinguishment, (iii) the Last Reported Sale Price of the Common Stock as of the Tax Extinguishment Test Date for such
Reverse Spin-Off, Reverse Split-Off or Share Election Merger is greater than the Exchange Price in effect as of such Tax Extinguishment
Test Date (each as determined immediately prior to consummation of such Reverse Spin-Off, Reverse Split-Off or Share Election Merger)
and (iv) the Company has not, prior to 11:59 p.m. New York City time, on the date of such subsequent treatment, delivered
to the Trustee a written opinion of independent legal counsel of recognized standing, to the effect that the Notes continued to
be treated as debt for U.S. federal income tax purposes after the relevant Tax Extinguishment and (B) a written statement
that the Company has consistently treated and will, except to the extent otherwise required pursuant to a subsequent resolution
of a U.S. federal tax audit or other U.S. federal income tax proceeding, continue to treat the Notes as debt for U.S. federal income
tax purposes, in which case a Tax Extinguishment Event shall occur at 11:59 p.m. New York City time, on the date of such subsequent
treatment; or


 






    23


     


    

 





(d)       at
any time as a result of the consummation of a Reverse Spin-Off, Reverse Split-Off or Share Election Merger, as applicable, or any
related transaction, the Company no longer treats the Notes as debt for U.S. federal income tax purposes, in which case a Tax Extinguishment
Event shall occur at the time of such treatment.





 


“Tax Extinguishment Notice”
means, with respect to any Reverse Spin-Off, Reverse Split-Off or Share Election Merger, a notice from the Company delivered to
Holders, the Trustee and the Paying Agent at least 10 Scheduled Trading Days prior to the date on which such Reverse Spin-Off,
Reverse Split-Off or Share Election Merger is expected to be consummated stating (i) that the Company intends to treat such
Reverse Spin-Off, Reverse Split-Off or Share Election Merger, as applicable, as a Tax Extinguishment, (ii) the anticipated
Tax Extinguishment Test Date for such Tax Extinguishment and (iii) that the Company will be deemed to have elected to settle
any exchanges of Notes in connection with the related Make-Whole Fundamental Change that will occur if such Tax Extinguishment
gives rise to a Tax Extinguishment Event solely through Physical Settlement.


 





“Tax Extinguishment Test Date”
means, in respect of any Reverse Spin-Off, Reverse Split-Off or Share Election Merger, the date on which a Tax Extinguishment is
deemed to occur by the Company or, in the case of clause (b)(iv) of the definition of “Tax Extinguishment Event,”
the Internal Revenue Service.


 





“Tax Extinguishment Test Date Notice”
shall have the meaning specified in Section 4.09(c).





 


“Tax Notice” shall have
the meaning specified in Section 4.09(d).





 


“Tax Treatment Notice”
shall have the meaning specified in Section 4.09(d).


 





“Tender Offer Valuation Period”
shall have the meaning specified in Section 14.04(e)(i).


 






    24


     


    

 





“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 Select Market or, if the Common Stock (or such other security) is not then listed on The NASDAQ Global
Select 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 closing sale price for 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 exchange 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 Select Market or, if the Common Stock is not then listed on The NASDAQ Global Select 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 at approximately 3:30 p.m., New York City time, on such date of determination 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 a Trading Day, then the Trading Price per $1,000 principal amount of Notes for such Trading Day
shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate.


 





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


 





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


 





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


 





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


 






    25


     


    

 





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


 





“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 “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.


 





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


 





Article 2


Issue,
Description, Execution, Registration and Exchange of Notes


 





Section 2.01. Designation and Amount.
The Notes shall be designated as the “0.875% Exchangeable Senior Notes due 2022.” The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is initially limited to $517,500,000, subject to Section 2.10
and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes
to the extent expressly permitted hereunder.


 





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


 





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


 





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





 






    26


     


    

 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, exchanges in accordance
with Article 14, transfers or exchanges of Notes for other Notes permitted hereby. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance
with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a
record date or other means of determining Holders eligible to receive payment is provided for herein.


 





Section 2.03. Date and Denomination
of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons
in minimum denominations of $250,000 principal amount and integral multiples of $1,000 principal amount in excess thereof. Each
Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued
interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for 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 each Holder holding
Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to such Holder at its address as it
appears in the Note Register and (B) to each Holder holding Physical Notes having an aggregate principal amount of more than
$5,000,000, either by check mailed to such Holder or, upon application by such Holder to the Note Registrar not later than the
relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United
States, which application shall remain in effect until the Holder notifies the Note Registrar in writing to the contrary or (ii) on
any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 





(c)         Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per
annum at the rate borne by the Notes, 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:


 






    27


     


    

 





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


 





(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


 





(d)         The
Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable to a Holder pursuant to
this Indenture such amounts as are required by applicable law to be deducted or withheld and paid over to a government authority
by those entities (including in connection with any distributions that a Holder is deemed to have received for U.S. federal income
tax purposes as a result of an adjustment or the nonoccurrence of an adjustment to the Exchange Rate). Any amounts so deducted
or withheld by the Company or the Paying Agent and so paid over to a governmental authority in accordance with applicable law shall
be treated as having been paid to the relevant Holder for all purposes of this Indenture.


 






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


 





At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.


 





Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed
manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided
by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate
by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note
so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 





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


 





Section 2.05. Exchange of Notes
for Other Notes and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Note Registrar shall
keep a register (the register maintained in the Corporate Trust Office or in any other office or agency of the Company designated
pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may
prescribe, the Note Registrar shall provide for the registration of Notes and of transfers of Notes. Such register shall be in
written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby
initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.


 





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


 






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


 





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


 





No service charge shall be imposed by the
Company, the Trustee, the Note Registrar or any co-Note Registrar for any registration of transfer of Notes or exchange of Notes
for other 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 Note
Registrar or any co-Note Registrar shall be required to exchange a Note for another Note or register a transfer of (i) any
Notes surrendered for exchange or, if a portion of any Note is surrendered for exchange, such portion thereof surrendered for exchange,
in each case, in accordance with Article 14, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and
not withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with Article 16.


 





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


 





(b)         So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each,
a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and
exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through
the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer
set forth herein) and the procedures of the Depositary therefor.


 






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(c)         Every
Note (together with any Common Stock delivered upon exchange of the Notes that is required to bear the legend set forth in Section 2.05(d),
collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this
Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer with respect to the Common
Stock shall be eliminated or otherwise waived by written consent of the Company and the Reference Entity, and the Holder of each
such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As
used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge,
transfer or other disposition whatsoever of any Restricted Security.


 













Any
certificate evidencing such Note shall bear a legend in substantially the following form:


 





THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY U.S. STATE OR
FOREIGN SECURITIES LAWS AND IAC FINANCECO, INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). INTERESTS IN THIS NOTE MAY BE
OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE
144A OF THE SECURITIES ACT THAT ARE “QUALIFIED PURCHASERS” FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT
COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF AN INTEREST IN THIS NOTE AND EACH SUBSEQUENT HOLDER OF AN INTEREST IN THIS NOTE
IS REQUIRED TO NOTIFY ANY PURCHASER OF AN INTEREST IN THIS NOTE OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH UNDER “NOTICE TO INVESTORS; TRANSFER RESTRICTIONS—REPRESENTATIONS
OF PURCHASERS” IN THE OFFERING MEMORANDUM FOR THE NOTES.


 






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EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES)
OF THE NOTES (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) THE
PURCHASER IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR A BENEFICIAL OWNER FOR WHICH SUCH PERSON IS ACTING AS FIDUCIARY OR
AGENT WITH COMPLETE INVESTMENT DISCRETION AND WITH AUTHORITY TO BIND SUCH OTHER PERSON (THE PURCHASER, AND EACH SUCH BENEFICIAL
OWNER, COLLECTIVELY, THE “PURCHASER”), AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) THE
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY
U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION. NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
THE NOTES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO INVESTORS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51)
OF THE INVESTMENT COMPANY ACT); (3) THE PURCHASER IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER. THE PURCHASER
IS AWARE (AND ANY OTHER PERSON FOR WHICH SUCH PURCHASER IS PURCHASING IS AWARE) THAT ANY SALE OF THE NOTES TO IT WILL BE MADE IN
RELIANCE ON RULE 144A AND SUCH ACQUISITION WILL BE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER
AND QUALIFIED PURCHASER THAT IS ALSO AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON RULE 144A; (4) THE PURCHASER IS
NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS UNAFFILIATED
WITH SUCH BROKER-DEALER; (5) THE PURCHASER IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN, OR A TRUST
HOLDING THE ASSETS OF SUCH A PLAN, UNLESS THE INVESTMENT DECISIONS WITH RESPECT TO SUCH PLAN ARE MADE SOLELY BY THE FIDUCIARY,
TRUSTEE OR SPONSOR OF SUCH PLAN; (6) THE PURCHASER AND EACH ACCOUNT FOR WHICH IT IS PURCHASING OR OTHERWISE ACQUIRING THE
NOTES (OR BENEFICIAL INTERESTS THEREIN), WILL PURCHASE, HOLD OR TRANSFER AT LEAST $250,000 OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN); (7) THE PURCHASER WAS NOT FORMED, REFORMED OR RECAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE NOTES AND/OR
OTHER SECURITIES OF THE COMPANY (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS); (8) IF THE PURCHASER IS AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT COMPANY ACT PURSUANT
TO SECTION 3(C)(1) OR SECTION 3(C)(7) THEREOF AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED
THE CONSENT OF ITS BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS
A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(A)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED
THEREUNDER; (9) THE PURCHASER IS NOT A PARTNERSHIP; COMMON TRUST FUND; OR CORPORATION, SPECIAL TRUST, PENSION FUND OR RETIREMENT
PLAN, OR OTHER ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY
OWNERS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENT TO BE MADE, OR THE ALLOCATION THEREOF, UNLESS ALL
SUCH PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS; (10) THE PURCHASER HAS NOT INVESTED MORE THAN 40% OF ITS ASSETS IN THE NOTES (OR BENEFICIAL
INTERESTS THEREIN) AND/OR OTHER SECURITIES OF THE COMPANY AFTER GIVING EFFECT TO THE PURCHASE OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN) (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED
PURCHASERS); (11) THE PURCHASER AGREES THAT THE COMPANY SHALL BE ENTITLED TO REQUIRE ANY HOLDER OF THE NOTES (OR A BENEFICIAL INTEREST
THEREIN) THAT IS DETERMINED NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE
OTHER REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH) AT THE TIME OF ACQUISITION OF SUCH NOTES
(OR SUCH BENEFICIAL INTEREST) TO SELL SUCH NOTES (OR SUCH BENEFICIAL INTEREST) IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW;
(12) THE PURCHASER UNDERSTANDS THAT THE COMPANY MAY RECEIVE A LIST OF THE PARTICIPANTS FROM DTC OR ANY OTHER DEPOSITARY HOLDING
BENEFICIAL INTERESTS IN THE NOTES; (13) THE PURCHASER AND EACH PERSON FOR WHICH IT IS ACTING UNDERSTANDS THAT ANY SALE OR TRANSFER
TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH RELATING
TO THE REQUIREMENTS FOR QUALIFIED INSTITUTIONAL BUYERS MAY, AT THE DISCRETION OF THE COMPANY, BE CONSIDERED VOID AND OF NO EFFECT
AND THAT ANY SALE OR TRANSFER TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE
14 OF THIS PARAGRAPH RELATING TO THE REQUIREMENTS FOR QUALIFIED PURCHASERS WILL BE VOID AND OF NO EFFECT; AND (14) THE PURCHASER
AGREES ON ITS OWN BEHALF AND ON BEHALF OF AN INVESTOR ACCOUNT FOR WHICH IT IS PURCHASING THE NOTES, AND EACH SUBSEQUENT HOLDER
OF THE NOTES BY ITS ACCEPTANCE THEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH NOTES ONLY (I) TO AN
INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE
TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL.


 






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IF ANY PERSON ACQUIRING A NOTE (OR A BENEFICIAL
INTEREST THEREIN) IS NOT A QUALIFIED INSTITUTIONAL BUYER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME
OF ACQUISITION THEREOF, THE COMPANY MAY REGARD THE TRANSACTION AS NULL AND VOID AND OF NO EFFECT. IF ANY PERSON ACQUIRING
A NOTE (OR A BENEFICIAL INTEREST THEREIN) IS NOT A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION THEREOF, THE TRANSACTION WILL
BE NULL AND VOID AND OF NO EFFECT. IF THE PURCHASER OR ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF A NOTE (OR A BENEFICIAL INTEREST
THEREIN) IS DETERMINED NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE OTHER REQUIREMENTS
SET FORTH ABOVE) AT THE TIME IT ACQUIRED SUCH NOTES (OR SUCH BENEFICIAL INTEREST), THE COMPANY MAY COMPEL SUCH PERSON TO SELL
OR TRANSFER, AS APPLICABLE, SUCH NOTES (OR SUCH BENEFICIAL INTEREST) WITHIN 30 DAYS AFTER NOTICE OF THE SALE REQUIREMENT IS GIVEN
TO A PERSON THAT IS (I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER (AND MEETS THE OTHER REQUIREMENTS
SET FORTH HEREIN). IF SUCH HOLDER (OR BENEFICIAL OWNER) FAILS TO EFFECT THE SALE OR TRANSFER, AS APPLICABLE, WITHIN SUCH 30-DAY
PERIOD, THE COMPANY HAS THE RIGHT, WITHOUT FURTHER NOTICE TO SUCH HOLDER, TO COMPEL SUCH HOLDER TO SELL OR TRANSFER, AS APPLICABLE
SUCH NOTES (OR SUCH BENEFICIAL INTEREST) TO A PURCHASER SELECTED BY THE COMPANY THAT MEETS THE REQUIREMENTS SET FORTH HEREIN ON
SUCH TERMS AS THE COMPANY MAY CHOOSE. THE COMPANY MAY SELECT THE PURCHASER BY SOLICITING ONE OR MORE BIDS FROM ONE OR
MORE BROKERS OR OTHER MARKET PROFESSIONALS THAT REGULARLY DEAL IN SECURITIES SIMILAR TO THE NOTES, AND SELLING SUCH NOTES TO THE
HIGHEST SUCH BIDDER. HOWEVER, THE COMPANY MAY SELECT A PURCHASER BY ANY OTHER MEANS DETERMINED BY THE COMPANY IN ITS SOLE
DISCRETION.


 






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ANY INFORMATION PROVIDED TO A PURCHASER
OR A PROSPECTIVE TRANSFEREE SHALL BE FOR THE SOLE PURPOSE OF ASSESSING THE INVESTMENT IN THIS NOTE. AS A CONDITION OF ACCESS TO
SUCH INFORMATION, EACH PURCHASER AGREES THAT NEITHER IT NOR ANY PROSPECTIVE TRANSFEREE MAY DISCLOSE ANY SUCH INFORMATION TO
THIRD PARTIES OTHER THAN AS REQUIRED BY APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS, OR USE THE INFORMATION
FOR ANY PURPOSE OTHER THAN INVESTMENT ANALYSIS.


 





If any Person acquiring a Note (or a beneficial
interest therein) is not a Qualified Institutional Buyer (or fails to meet the Representations of Purchasers) at the time of acquisition
thereof, the Company may regard the transaction as null and void and of no effect. If any Person acquiring a Note (or a beneficial
interest therein) is not a Qualified Purchaser at the time of acquisition thereof, the transaction shall be null and void and of
no effect. If the purchaser or any subsequent purchaser or transferee of a Note (or a beneficial interest therein) is determined
not to have been a Qualified Institutional Buyer and a Qualified Purchaser (and to have met the other requirements as set forth
under the Representations of Purchasers) at the time it acquired such Notes (or such beneficial interest), the Company may compel
such Person to sell or transfer, as applicable, such Notes (or such beneficial interest) within 30 days after notice of the sale
requirement is given, to a Person that is a Qualified Institutional Buyer and a Qualified Purchaser (and meets the other requirements
as set forth under the Representations of Purchasers). If such Holder (or beneficial owner) fails to effect the sale or transfer,
as applicable, within such 30-day period, the Company has the right, without further notice to such Holder, to compel such Holder
to sell or transfer, as applicable, such Notes (or such beneficial interest) to a purchaser selected by the Company who meets the
requirements set forth under the Representations of Purchasers on such terms as the Company may choose. The Company may select
the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities
similar to the Notes, and selling such Notes to the highest such bidder. However, the Company may select a purchaser by any other
means determined by the Company in its sole discretion.


 






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Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in this Section 2.05(c)), 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 Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect
to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co.,
as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.


 





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 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.


 





Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this Section 2.05(c) 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 or Note
Registrar, as applicable. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose
names such Physical Notes are so registered, provided that each such Person has delivered to the Trustee either (a) a
fully completed, signed certification substantially to the effect that such Person is not transferring its interest at the time
of such exchange or (b) in the case of simultaneous exchange and transfer to another Person pursuant to this Indenture, an
Investor Representation Letter from such transferee Person. No transfer of a Physical Note may be made except upon delivery to
the Company and the Trustee of a duly executed Investor Representation Letter.


 





At such time as all interests in a Global
Note have been exchanged, canceled, repurchased, redeemed 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, exchanged, canceled, repurchased,
redeemed 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.


 






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


 





(d)         Until
the date (the “Common Stock Resale Restriction Termination Date”) that
is the later of (1) the date that is one year after the issuance date of the relevant shares of Common Stock or such shorter
period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be
required by applicable law, any stock certificate representing Common Stock issued upon exchange of a Note shall bear a legend
in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement that has
become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or pursuant
to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or
unless otherwise agreed by the Company and the Reference Entity with written notice thereof to the Trustee and any transfer agent
for the Common Stock):


 





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


 





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


 





(2)           AGREES
FOR THE BENEFIT OF [THE REFERENCE ENTITY] (THE “REFERENCE ENTITY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE DATE
THE ACQUIRER BECAME A RECORD HOLDER OF THIS SECURITY OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES
ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 






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(A)           TO
THE REFERENCE ENTITY OR ANY SUBSIDIARY THEREOF, OR


 





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


 





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


 





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


 





PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE REFERENCE ENTITY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED
TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS
TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 





The Reference Entity will direct and use
reasonable best efforts to cause the transfer agent for the Common Stock to remove the restrictive legend required by this Section 2.05(d) promptly
following written request by the holder of any Common Stock (i) as to which such restrictions on transfer shall have expired
in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that
has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under
the Securities Act; provided that the written request of such holder shall be accompanied by (in the case of clause (iii) only)
any documentation reasonably requested by the Reference Entity or the transfer agent for the Common Stock, including a broker’s
confirmation that the disposition is being made in reliance on Rule 144 or any similar provision then in force under the Securities
Act.


 





If at any time the Notes become convertible
into, rather than exchangeable for, Common Stock because the issuer of the Notes is also the Reference Entity, the Common Stock
Resale Restriction Termination Date shall instead be the later of (i) the date that is one year after the Notes so become
convertible instead of exchangeable, or such shorter period of time as permitted by Rule 144 or any successor provision thereto
and (ii) such later date, if any, as may be required by applicable law.


 






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(e)         Any
shares of Common Stock delivered upon the exchange of a Note that is repurchased or owned by any Affiliate of the Company may not
be resold by such Affiliate 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 Common Stock no longer being a “restricted security”
(as defined in Rule 144). 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 2.08. Whenever the Notes are convertible into, rather than exchangeable for, Common
Stock because the issuer of the Notes is also the Reference Entity, any Note that is repurchased or owned by any Affiliate of such
issuer may not be resold by such Affiliate.





 


Section 2.06. Mutilated, Destroyed,
Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion
may execute, and upon its written request, the Trustee or an authenticating agent appointed by the Trustee shall authenticate and
deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated
Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted
Note shall furnish to the Company, to the Reference Entity, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused
by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Company, to the Reference Entity, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction
of the destruction, loss or theft of such Note and of the ownership thereof.


 





The Trustee or such authenticating agent
may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee,
the Company, the Reference Entity and, if applicable, such authenticating agent may require. No service charge shall be imposed
by the Company, the Reference Entity, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance
of any substitute Note, 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 exchanged in accordance with Article 14
shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute
Note, pay or authorize the payment of or exchange or authorize the exchange 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 exchange 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 Exchange Agent evidence
of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 






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Every substitute Note issued pursuant to
the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company and the Reference Entity, whether or not the destroyed, lost or stolen Note shall be found
at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture
equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall
be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment,
redemption, exchange 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,
redemption, exchange or repurchase of negotiable instruments or other securities without their surrender.


 


Section 2.07. Temporary Notes.
Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the
Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary
Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and
in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall
execute and deliver to the Trustee or such authenticating agent Physical Notes and thereupon any or all temporary Notes (other
than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02
and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate
principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor.
Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations
under this Indenture as Physical Notes authenticated and delivered hereunder.


 





Section 2.08. Cancellation of Notes
Paid, Exchanged, Etc. All Notes surrendered for payment, repurchase, redemption, registration of transfer or exchange (including,
without limitation, an exchange for cash, for shares of Common Stock or for a combination of cash and shares of Common Stock) to
the Company or any of the Company’s agents, Subsidiaries or Affiliates shall be delivered to the Trustee for cancellation.
All Notes delivered to the Trustee shall be canceled promptly by it. Except for any Notes surrendered for registration of transfer
or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in
exchange for any Notes surrendered to the Trustee for cancellation. 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 2.09. CUSIP Numbers.
The Company shall cause the “CUSIP” number obtained for each Global Note to have an attached “fixed field”
that contains “3c7” and “144A” indicators. The Trustee shall use “CUSIP” numbers in all notices
issued to Holders as a convenience to such Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in
the “CUSIP” numbers.


 






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Section 2.10. Additional Notes;
Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture
and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the
issue date, the issue price, the first interest payment date 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 17.05, as the Trustee shall reasonably request. In addition, the Reference Entity may, to the
extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase
Notes in the open market or otherwise, whether by the Reference Entity 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. Any Notes
so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) shall be surrendered to the Trustee
for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” under
this Indenture upon their delivery to the Trustee for cancellation.


 





Article 3


Satisfaction
and Discharge


 





Section 3.01. Satisfaction and Discharge.
This Indenture and the Notes shall upon request of the Company contained in an Officers’ Certificate cease to be of further
effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture and the Notes, when (a) (i) all outstanding Notes theretofore authenticated and delivered (other than
Notes which have been destroyed, lost or stolen and which have been replaced, paid or exchanged as provided in Section 2.06)
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 Redemption Date, any Fundamental
Change Repurchase Date, upon exchange or otherwise, cash or cash and/or shares of Common Stock (solely to satisfy the Company’s
Exchange Obligation), as applicable, sufficient to pay all of the outstanding Notes and all other sums due and payable under this
Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 7.06 shall survive.


 






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Article 4


Particular
Covenants of the Company


 





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


 





Section 4.02. Maintenance of Office
or Agency. The Company will maintain in the contiguous United States an office or agency where the Notes may be surrendered
for registration of transfer of Notes or exchange of Notes for other Notes or for presentation for payment or repurchase (“Paying
Agent”) or for exchange (“Exchange Agent”) and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office or the office or agency of the Trustee in Highlands Ranch, Colorado.


 


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


 





The Company hereby initially designates
the Trustee as the Paying Agent, Note Registrar, Custodian and Exchange Agent and the Corporate Trust Office as the office or agency
in the contiguous United States where Notes may be surrendered for registration of transfer or exchange or for presentation for
payment or repurchase or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company may change the Paying Agent or Note Registrar without prior notice to the Holders, and the Company may
act as Paying Agent or Note Registrar.


 





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


 





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


 






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


 





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


 





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


 





The Company shall, on or before each due
date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued
and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; 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.


 





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


 





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


 






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


 





Section 4.05. Existence. Subject
to Article 11, each of the Company (as long as the Company is the issuer of the Notes) and the Reference Entity shall do or
cause to be done all things necessary to preserve and keep in full force and effect its legal existence.


 





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


 





(b)         The
Company or the Reference Entity shall file with the Trustee, within 15 days after the same are required to be filed with the Commission,
copies of any documents or reports that the Reference Entity is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any
such document or report that the Reference Entity files with the Commission via the Commission’s EDGAR system (or any successor
thereto) shall be deemed to be filed by the Company with the Trustee for purposes of this Section 4.06(b) at the time
such documents are filed via the EDGAR system (or any successor thereto). For the avoidance of doubt, any failure to comply with
such requirement with respect to any document or report required to be filed with the Commission shall be cured upon the filing
of such document or report with the Commission.


 






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(c)         Delivery
of the reports and documents described in Section 4.06(b) to the Trustee is for informational purposes only, and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including compliance with any covenants hereunder (as to which the Trustee is entitled to conclusively
rely on an Officers’ Certificate).


 


Section 4.07. Stay, Extension and
Usury Laws. Each of the Company and the Reference Entity 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 or the Reference Entity from paying all or any portion of
the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that
may affect the covenants or the performance of this Indenture; and each of the Company and the Reference Entity (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.


 





Section 4.08. Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers’ Certificate stating whether the signers thereof have knowledge of any default during the previous year,
if so, specifying each such failure and the nature thereof.


 





In addition, the Company shall deliver to
the Trustee, as soon as reasonably practicable, 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; provided that the Company shall not be required to deliver
such notice if the Event of Default or Default has been cured.


 





Section 4.09. Covenants Regarding
Tax Extinguishment Events. The Company hereby agrees:


 





(a)         that
the Company shall be deemed to have elected to settle, and the Company shall settle, any exchanges of Notes “in connection
with” (as such term is used in Section 14.03(a)) a Make-Whole Fundamental Change pursuant to a Tax Extinguishment Event
solely through Physical Settlement;


 





(b)         that
if the Company intends to treat a Reverse Spin-Off, Reverse Split-Off or Share Election Merger as a Tax Extinguishment, the Company
shall deliver a Tax Extinguishment Notice to Holders, the Trustee and the Paying Agent at least 10 Scheduled Trading Days prior
to the date on which such Reverse Spin-Off, Reverse Split-Off or Share Election Merger is expected to be consummated, and that
if the Company does not intend to treat a Reverse Spin-Off, Reverse Split-Off or Share Election Merger as a Tax Extinguishment,
the Company shall not give such a Tax Extinguishment Notice to Holders, the Trustee or the Paying Agent;


 






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(c)      that
the Company shall notify Holders as soon as reasonably practicable following the actual Tax Extinguishment Test Date for any Tax
Extinguishment of such actual Tax Extinguishment Test Date (for the avoidance of doubt, whether such Tax Extinguishment Test Date
is described in clause (a), (b) or (c) of the definition of “Tax Extinguishment Event”) (each such notice,
a “Tax Extinguishment Test Date Notice”); and


 


(d)      that
if at any time following the consummation of a Reverse Spin-Off, Reverse Split-Off or Share Election Merger, as applicable, the
Company determines that the Company will no longer treat the Notes as debt for U.S. federal income tax purposes, the Company shall
notify Holders and the Trustee as soon as reasonably practicable following such determination (whether voluntary or required) (a
 “Tax Treatment Notice” and, together with any Tax Extinguishment Notice or Tax Extinguishment Test Date Notice,
a “Tax Notice”)


 


Section 4.10. Risk Notices.
The Company shall take those actions set forth in the Offering Memorandum in the section entitled “Notice to Investors; Transfer
Restrictions” under the captions “Reminder Notices,” “DTC Actions with Respect to the Notes,” “Bloomberg
Screens, Etc.,” “CUSIPs” and “Legends” at the times, or otherwise, as set forth therein. The Company
shall prepare and deliver to the Trustee no later than two Business Days prior to the second Interest Payment Date in each calendar
year commencing in 2018, and the Trustee shall deliver to each Holder, with a copy to the Depositary, on such Interest Payment
Date, a reminder notice substantially in the form attached hereto as Exhibit C (as modified or supplemented to cure any ambiguity
or error or to incorporate additional information as may be provided).


 


Section 4.11. Fraudulent Conveyance
and Fraudulent Transfer. The Company and the Reference Entity hereby covenant and agree that the Company and the Reference
Entity shall not effect any Spin-Off, Split-Off or Share Election Merger in violation of applicable fraudulent conveyance and fraudulent
transfer laws.


 


Section 4.12. Further Instruments
and Acts. Upon written 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 as determined by the Company to carry out more effectively the purposes of this Indenture.


 


Article 5

Lists of Holders


 


Section 5.01. Lists of Holders.
At any time any Notes are held as Physical Notes, each of the Company and the Reference Entity covenants and agrees that it will
use commercially reasonable efforts to furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after
each March 15 and September 15 in each year beginning with March 15, 2018, and at such other times as the Trustee
may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may
reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date
as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished,
except that no such list shall be required to be furnished by the Company or the Reference Entity so long as the Trustee is acting
as Note Registrar.


 






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


 


Article 6

Defaults and Remedies


 


Section 6.01. Events of Default.
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 Optional Redemption, upon any required
repurchase, upon declaration of acceleration or otherwise;


 


(c)      failure
by the Company to comply with its obligation to exchange the Notes in accordance with this Indenture upon exercise of a Holder’s
exchange right and such failure continues for a period of 5 days;


 


(d)      failure
by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a specified corporate
event in accordance with Section 14.01(b)(ii) or Section 14.01(b)(iii), or a Spin-Off Notice, a Split-Off Notice
or a Share Election Merger Notice, in each case, when due;


 


(e)      failure
by the Company or any Reference Entity 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 this Indenture;


 






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(g)      default
by the Company, the Reference Entity or any Significant Subsidiary of the Company or the Reference Entity with respect to any mortgage,
agreement or other instrument under which there is outstanding, or by which there is secured, any indebtedness for money borrowed
in excess of $75,000,000 (or its foreign currency equivalent) in the aggregate of the Company, the Reference Entity or any such
Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness
becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt
when due and payable on its maturity date, upon required repurchase, upon declaration of acceleration or otherwise, and such acceleration
or failure to pay is not cured, waived, rescinded, stayed or annulled or such indebtedness is not discharged, as applicable, within
a period of 30 days after written notice of such indebtedness becoming due and payable or written notice of such failure, as the
case may be, has been received from the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes;


 


(h)      a
final judgment or judgments for the payment of $75,000,000 (or its foreign currency equivalent) or more (excluding any amounts
covered by insurance) in the aggregate rendered against the Company, the Reference Entity or any Significant Subsidiary of the
Company or the Reference Entity, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the
date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights
to appeal have been extinguished;


 


(i)       the
Company, the Reference Entity or any of the Company’s or the Reference Entity’s Significant Subsidiaries shall pursuant
to or within the meaning of any Bankruptcy Law:


 


(i)       commence
a voluntary case;


 


(ii)      consent
to the entry of an order for relief against it in an involuntary case;


 


(iii)     consent
to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or for all or substantially all
of its assets; or


 


(iv)     make
a general assignment for the benefit of creditors.


 


(j)       a
court of competent jurisdiction shall enter an order or decree under any Bankruptcy Law that:


 


(i)       is
for relief against the Company, the Reference Entity or any Significant Subsidiary of the Company or the Reference Entity as debtor
in an involuntary case;


 


(ii)     appoints
a trustee, receiver, liquidator, custodian or other similar official of the Company, the Reference Entity or any such Significant
Subsidiary of the Company or the Reference Entity or all or substantially all of its assets; or


 


(iii)    orders
the liquidation of the Company, the Reference Entity or any Significant Subsidiary of the Company or the Reference Entity,


 


and such order or decree shall remain undismissed and unstayed
for a period of 60 consecutive days;


 


(k)      the
Reference Entity repudiates in writing its obligations under the Guarantee or, except as permitted under this Indenture, the Guarantee,
if any, shall for any reason cease to be in full force and effect; or


 






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(l)       failure
by the Company to timely deliver a Tax Notice when required (provided, for the avoidance of doubt, that no Event of Default
shall have occurred if no such Tax Notice was delivered pursuant to the Company’s good faith determination at the time such
Tax Notice otherwise would have been required to be delivered that no such Tax Notice was required).


 


Section 6.02. 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 6.01(i) or Section 6.01(j)), unless the principal
of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and
to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) 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 this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) 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 at such time) and amounts due to the Trustee pursuant to Section 7.06, and
if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and
all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest,
if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09,
then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive any or all Defaults
or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall
impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment
shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including
the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes,
(ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration
due upon exchange of the Notes.


 






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Section 6.03. Additional Interest;
Registration Default Damages. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the
Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations
as set forth in Section 4.06(b) shall (i) for the first 60 days after the occurrence of such an Event of Default
(beginning on, and including, the date on which such Event of Default first occurs), 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 such 60-day period on which such Event of Default is continuing and (ii) for the period from, and including, the 61st
day after the occurrence of such an Event of Default to, and including, the 120th day 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 0.50% per annum of the
principal amount of the Notes outstanding for each day during such additional 60-day period on which such an Event of Default is
continuing. 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 and shall be in addition to, not in lieu of, any Registration Default Damages payable pursuant
to the Registration Rights Agreement. On the 121st 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 121st day), the Notes shall be immediately subject to acceleration as provided
in Section 6.02. 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 4.06(b).
In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03
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 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 120 days after the occurrence of an Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election on or before the
close of business on the date on which such Event of Default first occurs. Upon the failure to timely give such notice and the
Company’s failure to comply with its obligations as set forth in Section 4.06(b), the Notes shall be immediately subject
to acceleration as provided in Section 6.02.


 


Any Registration Default Damages payable
pursuant to the Registration Rights Agreement shall accrue on the relevant Notes from, and including, the day following the relevant
Registration Default to, but excluding, the earlier of (1) the day on which such Registration Default has been cured and (2) the
date the registration statement is no longer required to be kept effective for the Common Stock under the Registration Rights Agreement.
The Registration Default Damages shall be paid to the relevant Holder(s) semiannually in arrears on each Interest Payment
Date to the Person in whose name a Note that is entitled to such Registration Default Damages is registered at the close of business
on the immediately preceding Regular Record Date and will accrue at a rate per year equal to 0.25% of the principal amount of the
relevant Notes to, and including, the 90th day following such Registration Default, and 0.50% of the principal amount of the relevant
Notes from and after the 91st day following such Registration Default.


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee under Section 7.06;


 


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 exchange of,
the Notes in default in the order of the date due of the payments of such interest and cash due upon exchange, as the case may
be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate borne
by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;


 






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Third, in case the principal of the
outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including,
if applicable, the payment of the Redemption Price, the Fundamental Change Repurchase Price and any cash due upon exchange) 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,
and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment
of such principal (including, if applicable, the Redemption Price, the Fundamental Change Repurchase Price and any cash due upon
exchange) and interest without preference or priority of principal over interest, or of interest over principal or of any installment
of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal
(including, if applicable, the Redemption Price, the Fundamental Change Repurchase Price and any cash due upon exchange) and accrued
and unpaid interest; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Notwithstanding any other provision of this
Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of
(x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued
and unpaid interest, if any, on, and (z) the consideration due upon exchange of, such Note, on or after the respective due
dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment
or delivery, on or after the applicable due date, as the case may be.


 


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


 


Section 6.08. Remedies Cumulative
and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6
to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or
of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of
the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall
impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence
therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to
the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Holders.


 


Section 6.09. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at
the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of
law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes
waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and
unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of,
the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company
to pay or deliver (or cause the payment or delivery of), as the case may be, the consideration due upon exchange of the Notes or
(iii) 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 6.09, said Default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.


 






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Section 6.10. Notice of Defaults.
The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge,
deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived
before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including
the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or interest on, any of the Notes or a Default
in the payment or delivery of the consideration due upon exchange, the Trustee may withhold such notice if and so long as a committee
of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the
Holders.


 


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


 






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Article 7

Concerning the Trustee


 


Section 7.01. Duties and Responsibilities
of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the degree of care that a prudent person would use in the conduct of such person’s own affairs;
provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of
the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to
the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by
it in compliance with such request or direction.


 


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


 


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


 


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


 


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


 


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


 


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


 






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(d)      the
Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized
or within its rights or powers, so long as the Trustee’s conduct does not constitute negligence or willful misconduct;


 


(e)      whether
or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
protection to, the Trustee shall be subject to the provisions of this Section 7.01;


 


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


 


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


 


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


 


(i)       in
the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Exchange Agent, Bid Solicitation Agent or
transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded
to such Custodian, Note Registrar, Paying Agent, Exchange Agent, Bid Solicitation Agent or transfer agent.


 


None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(g)      in
no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;


 


(h)      the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, except (i) any Event
of Default occurring pursuant to clause (a) or (b) of Section 6.01 or (ii) written notice of such Default or
Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes;


 


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


 


(j)       the
Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the request of any Holder of Notes unless
such Holder of Notes shall have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee.


 






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


 


Section 7.04. Trustee, Paying Agents,
Exchange Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Exchange Agent,
Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Exchange
Agent, Bid Solicitation Agent or Note Registrar.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the
expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders.
If the Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be delivered at the expense of the Company.


 


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


 


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


 






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


 


Article 8

Concerning the Holders


 


Section 8.01. Action by Holders.
Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes
may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein
may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent
or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly
called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of Holders. 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 8.02. Proof of Execution
by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution
of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes
shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall
be proved in the manner provided in Section 9.06.


 


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


 






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


 


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


 






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Article 9

Holders’ Meetings


 


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


 


(a)      to
give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to
consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this 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 7;


 


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


 


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


 


Section 9.02. Call of Meetings by
Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held
at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record
date pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company.
Such notices shall be delivered 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.


 






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


 


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


 


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


 


Subject to the provisions of Section 8.04,
at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $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.


 






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


 


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


 


Article 10

Amendments, Supplements and Waivers


 


Section 10.01. Supplemental Indentures
Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s
expense, may from time to time and at any time enter into any amendment, supplement or waiver 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 or other successor corporation of the obligations of the Company or the Reference
Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off,
Split-Off, Share Election Merger or Permitted HoldCo Transaction;


 


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


 


(d)      to
secure the Notes;


 


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


 


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


 


(g)      in
connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject
to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07;


 


(h)      in
connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect
any Successor Holding Company Reference Entity’s status as the Reference Entity;


 


(i)       in
connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that
the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c);


 






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(j)       in
connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that
the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e);


 


(k)       in
connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide
that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or


 


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


 


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


 


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


 


Section 10.02. Supplemental Indentures
with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority 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 and the
Reference Entity may from time to time and at any time enter into any amendment, supplement or waiver; provided, however,
that, without the consent of each Holder of an outstanding Note affected, no such amendment, supplement or waiver shall:


 


(a)       reduce
the aggregate principal 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 exchange rights of any Notes other than in accordance with the provisions of this Indenture;


 


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


 






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


 


(i)       other
than in accordance with the provisions of this Indenture, release any Person who guarantees the Notes from its Guarantee.


 


Upon the written request of the Company,
and upon the receipt by the Trustee of evidence of the consent of Holders as provided in Article 8 and subject to Section 10.05,
the Trustee shall join with the Company and the Reference Entity in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


 


Holders do not need under this Section 10.02
to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such Holders approve
the substance thereof. After any amendment, supplement or waiver 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 amendment, supplement or waiver.


 


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


 


Section 10.04. Notation on Notes.
Notes authenticated and delivered after the execution of any amendment, supplement or waiver pursuant to the provisions of this
Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the
opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may,
at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent
duly appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender
of such Notes then outstanding.


 


Section 10.05. Evidence of Compliance
of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel stating that any amendment, supplement or waiver executed
pursuant hereto complies with the requirements of this Article 10 and is permitted by this Indenture.


 






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Article 11

Consolidation, Merger, Sale, Conveyance and Lease


 


Section 11.01. Company and Reference
Entity May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, neither the Company nor
the Reference Entity shall (x) consolidate with or merge with or into another Person (in the case of clause (x), other than
a Share Election Merger) or (y) sell, convey, transfer or lease all or substantially all of the Company’s or the Reference
Entity’s, as applicable, consolidated properties and assets to another Person (in the case of clause (y), other than (1) pursuant
to a Spin-Off, Split-Off or Share Election Merger or (2) a sale, conveyance, transfer or lease of all or substantially all
of the consolidated properties and assets of the Reference Entity to one or more of its Wholly Owned Subsidiaries), in either case,
unless:


 


(a)      the
resulting, surviving or transferee Person (the “Successor Company”) (if not the Company or the Reference Entity,
as applicable) (determined as of the open of business on the immediately succeeding Trading Day) 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 or the Reference Entity, as applicable) shall expressly assume, by supplemental indenture all of the obligations
of the Company under the Notes, this Indenture and the Registration Rights Agreement or the Reference Entity’s obligations
under the Guarantee and under the Registration Rights Agreement, as applicable;


 


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


 


(c)      if
upon the occurrence of any such consolidation, merger, sale, conveyance, transfer or lease the Notes would become convertible into
or exchangeable for securities issued by an issuer other than the Successor Company, the issuer of the securities into (or for)
which the Notes have become convertible (or exchangeable) shall guarantee, on a senior unsecured basis, the Successor Company’s
obligations under the Notes and this Indenture and shall enter into a joinder agreement to the Registration Rights Agreement in
accordance with the terms of the Registration Rights Agreement.


 


Section 11.02. Successor Company
to Be Substituted. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the Successor Company (if not
the Company or the Reference Entity, as applicable) shall succeed to, and may exercise every right and power of, the Company’s
under this Indenture, the Notes and the Registration Rights Agreement or the Reference Entity’s under the Guarantee and the
Registration Rights Agreement with the same effect as if such Successor Company had been named as the Company or the Reference
Entity (as applicable) herein and, except in the case of any such lease, the Company or the Reference Entity, as applicable, shall
be discharged from the Company’s or the Reference Entity’s obligations under the Notes, this Indenture, the Registration
Rights Agreement or the Guarantee (as applicable).


 






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


 


Section 11.03. 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 stating 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.


 


Section 11.04. Additional Agreements.
(a) Notwithstanding anything to the contrary in this Indenture, the Company may merge with or into the Reference Entity pursuant
to, and in compliance with, this Article 11.


 


(b)      Notwithstanding
the foregoing in this Article 11 or anything to the contrary in this Indenture, at any time when the Company and the Reference
Entity are different entities, the Company may (x) be liquidated or dissolved or (y) merge with and into the Reference
Entity, in either case, if substantially concurrently with such liquidation, dissolution or merger, as the case may be, (1) the
Reference Entity expressly assumes, by supplemental indenture all of the Company’s obligations under the Notes, this Indenture
and the Registration Rights Agreement, and (2) the Company transfers or causes to be transferred all or substantially all
of the Company’s assets to the Reference Entity and/or the Reference Entity acquires from the Company all or substantially
all of the Company’s assets, including, in each case, by way of merger.


 


Section 11.05. Formation of a Successor
Holding Company Reference Entity. At any time following the date of the Offering Memorandum, on one or more occasions, the
Reference Entity at such time may become a Wholly Owned Subsidiary of a parent corporation (any such transaction, a “Permitted
HoldCo Transaction”) if (i) such parent entity (the “Successor Holding Company Reference Entity”)
was an Affiliate of the Reference Entity immediately prior to the consummation of the Permitted HoldCo Transaction, (ii) the
Successor Holding Company Reference Entity guarantees, on a senior unsecured basis, the obligations of the Company (or, if the
Reference Entity has become the issuer of the notes, the Reference Entity’s obligations) under the Notes and this Indenture,
(iii) the Successor Holding Company Reference Entity enters into a joinder agreement to the Registration Rights Agreement
in accordance with the terms of the Registration Rights Agreement, (iv) the Notes become exchangeable for the common stock
of the Successor Holding Company Reference Entity in accordance with, and at an Exchange Rate determined in accordance with, Section 14.07,
(v) upon the consummation of the Permitted HoldCo Transaction, the common stock of the Successor Holding Company Reference
Entity for which the Notes become exchangeable is or, when issued, will be listed or admitted for trading on a U.S. national securities
exchange, (vi) the Company, the Successor Holding Company Reference Entity and the Trustee enter into a supplemental indenture
in accordance with Section 14.07 (which supplemental indenture shall also provide for any conforming changes to the terms
of the Notes and the related Guarantee as the Company, acting in good faith and in a commercially reasonable manner, determines
appropriate solely to reflect the Successor Holding Company Reference Entity’s status as the guarantor of the Notes and the
issuer of the Common Stock) and (vii) immediately after giving effect to such transaction, no Default or Event of Default
has occurred and is continuing under this Indenture. In such case, the existing Reference Entity shall be released in full from
its Guarantee of the Notes and the Registration Rights Agreement, and the Successor Holding Company Reference Entity shall become
the Reference Entity.


 






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Article 12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


Article 13

Guarantee


 


Section 13.01. Guarantee. By
its execution hereof, the Reference Entity acknowledges and agrees that it receives substantial benefits from the Company and that
the Reference Entity is providing its guarantee (the “Guarantee”) for good and valuable consideration, including,
without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 13, the Reference Entity
hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns
that: (i) the principal of (including the Redemption Price and Fundamental Change Repurchase Price, as the case may be, pursuant
to Article 15 or Article 16, as applicable), premium, if any, interest and Additional Interest (including any Registration
Default Damages as contemplated by the Registration Rights Agreement), if any, on the Notes and any cash and/or shares of Common
Stock, if any, due upon exchange of the Notes in accordance with Article 14, in each case, shall be duly and punctually paid
in full or delivered, as applicable, when due, whether at the Maturity Date, upon acceleration, upon Optional Redemption, upon
repurchase in connection with a Fundamental Change or otherwise or upon exchange, and interest on overdue principal, premium, if
any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other
obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other amounts
to the extent payable hereunder) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration,
upon Optional Redemption, upon repurchase in connection with a Fundamental Change or otherwise or exchange, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.03 hereof (collectively, the
 “Guarantee Obligations”).


 






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Subject to the provisions of this Article 13,
the Reference Entity hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any thereof, the entry of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Reference Entity other than
the payment or satisfaction of the Guarantee Obligations. The Reference Entity hereby waives and relinquishes: (a) any right
to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company
or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other
remedy in any secured party’s power before proceeding against the Reference Entity; (b) any defense that may arise by
reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party
to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons
(it being agreed that the Reference Entity may file such claim); (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional
indebtedness or obligation or of any action or non-action on the part of the Reference Entity, the Company, any Benefited Party,
any creditor of the Reference Entity or the Company or on the part of any other Person whomsoever in connection with any obligations
the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including
but not limited to an election to proceed against the Reference Entity for reimbursement and (e) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal. The Reference Entity hereby covenants that, except as otherwise provided therein, the
Guarantee shall not be discharged except by payment in full or performance of all Guarantee Obligations, including the principal,
premium, if any, and interest on the Notes, the cash and/or shares of Common Stock due upon exchange of the Notes and all other
costs provided for under this Indenture or as provided in Article 7.


 






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If any Holder or the Trustee is required
by any court or otherwise to return to either the Company or the Reference Entity, or any trustee or similar official acting in
relation to either the Company or the Reference Entity, any amount paid by the Company or the Reference Entity to the Trustee or
such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Reference Entity
agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations
hereby until payment in full of all such obligations guaranteed hereby. The Reference Entity agrees that, as between it, on the
one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration
of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith
become due and payable by the Reference Entity for the purpose of the Guarantee.


 


Section 13.02. Execution and Delivery
of Guarantee. To evidence the Guarantee set forth in Section 13.01 hereof, the Reference Entity agrees that a notation
of the Guarantee substantially in the form included in the Form of Note attached hereto as Exhibit A shall be endorsed
on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Reference Entity
by an Officer of the Reference Entity.


 


The Reference Entity agrees that the Guarantee
set forth in this Article 13 shall remain in full force and effect and apply to all the Notes notwithstanding any failure
to endorse on each Note a notation of the Guarantee.


 


If an Officer whose facsimile signature
is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the
Guarantee is endorsed, the Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Reference Entity.


 


Section 13.03. Limitation of Reference
Entity’s Liability; Certain Bankruptcy Events. The Reference Entity, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee Obligations of the Reference Entity pursuant to its Guarantee
not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any other federal or state law. To effectuate the foregoing intention, the Holders and the Reference
Entity hereby irrevocably agree that the Guarantee Obligations of the Reference Entity under this Article 13 shall be limited
to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Reference Entity, result
in the Guarantee Obligations of the Reference Entity under the Guarantee not constituting a fraudulent transfer or fraudulent conveyance
under any such laws.


 


Section 13.04. Application of Certain
Terms and Provisions to the Reference Entity. (a) For purposes of any provision of this Indenture which provides for the
delivery by the Reference Entity of an Officers’ Certificate and/or an Opinion of Counsel, the definitions of such terms
in Section 1.01 hereof shall apply to the Reference Entity as if references therein to the Company, as applicable, were references
to the Reference Entity.


 






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(b)     Any
request, direction, order or demand which by any provision of this Indenture is to be made by the Reference Entity shall be sufficient
if evidenced as described in Section 17.03 hereof as if references therein to the Company were references to the Reference
Entity.


 


(c)      Any
notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the
Holders of Notes to or on the Reference Entity may be given or served as described in Section 17.03 hereof as if references
therein to the Company were references to the Reference Entity.


 


Article 14

Exchange of Notes


 


Section 14.01. Exchange Privilege.
(a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the
right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount
or an integral multiple thereof (subject in all cases to the Representations of Purchasers)) of such Note (i) subject to
satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business
Day immediately preceding July 1, 2022 under the circumstances and during the periods set forth in Section 14.01(b),
and (ii) regardless of the conditions described in Section 14.01(b), at any time during the period from, and including,
July 1, 2022 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each
case, at an initial exchange rate of 6.571314.1835
shares of Common Stock (subject to adjustment as provided in this Article 14, the “Exchange Rate”)
per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the
 “Exchange Obligation”).


 


(b)      (i) Prior
to the close of business on the Business Day immediately preceding July 1, 2022, a Holder may surrender all or any portion
of its Notes for exchange at any time during the five Business Day period after any five consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder
of Notes in accordance with 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 Exchange 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 Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than
the Company) 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 (if other than the Company) shall
have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination,
and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company
shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) 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 Exchange Rate on such Trading Day,
at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company
is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of 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 Exchange Rate. If (x) the
Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the
Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs
the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination and the Company does
not then replace the Bid Solicitation Agent, including by acting as Bid Solicitation Agent, and such replacement Bid Solicitation
Agent does not make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make
such determination when obligated as provided in the preceding sentence, 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
Exchange Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall
so notify the Holders, the Trustee and the Exchange 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 Exchange Rate for such date, the Company shall so notify
the Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee).


 






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(ii)           If,
prior to the close of business on the Business Day immediately preceding July 1, 2022, the Reference Entity elects to:


 


(A)            issue
to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights
or similar plan, so long as such rights have not separated from the shares of the Common Stock at the time of such issuance) 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
over 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 Reference Entity’s assets, securities or rights to purchase the
Reference Entity’s securities, which distribution has a value per share of Common Stock, as reasonably determined by the
Reference Entity’s 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 (provided that, for the avoidance of doubt, in no event shall a
Split-Off be deemed such a distribution to all or substantially all holders of the Common Stock),


 






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then, in either case, the Company must notify the Holders of
the Notes (x) at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution or (y) at
least 10 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution; provided that, if the Company
provides such notice in accordance with this clause (y) but not in accordance with clause (x), notwithstanding anything to
the contrary under any other provision of this Indenture, the Company shall be required to settle all exchanges of Notes with an
Exchange Date occurring during the period from, and including, the date of such notice to, and including, the Record Date for such
issuance or distribution (or the date of the Reference Entity’s public announcement that such issuance or distribution will
not take place) through Physical Settlement, and the Company shall so notify the Holders of such required Settlement Method in
such notice. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for exchange at any
time until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance
or distribution and the Reference Entity’s announcement that it has determined not to proceed with such issuance or distribution,
even if the Notes are not otherwise exchangeable at such time. No Holder may exercise this right to exchange if the Holder is otherwise
entitled to participate, 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 the issuance or distribution described above without having to exchange their Notes as if they held a number of shares
of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by
such Holder.


 


(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 July 1, 2022, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to Section 15.02, or if the Reference Entity is party to a consolidation, merger (including,
for the avoidance of doubt, any Permitted HoldCo Transaction (other than a Permitted HoldCo Transaction in connection with a publicly
announced Spin-Off, Split-Off or Share Election Merger) or Share Election Merger), binding share exchange, or transfer or lease
of all or substantially all of the Reference Entity and its Subsidiaries’ consolidated assets that occurs prior to the close
of business on the Business Day immediately preceding July 1, 2022 (in each case, other than (x) (1) a Permitted
HoldCo Transaction in connection with a publicly announced Spin-Off, Split-Off or Share Election Merger, (2) a Spin-Off or
(3) a Split-Off that, in each case, does not constitute a Fundamental Change or a Make-Whole Fundamental Change or (y) a
transaction that is effected solely to change the Company’s or the Reference Entity’s jurisdiction of incorporation),
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 exchange at any time from or after the date that is 45 Scheduled Trading Days prior
to the anticipated effective date of such transaction (or, if later, (i) at any time from or after the earlier of (x) the
Business Day after the date that the Company gives notice of such transaction and (y) the actual effective date of such transaction;
or (ii) in the case of a Fundamental Change or a Make-Whole Fundamental Change that is a Tax Extinguishment Event but would
not otherwise result in the Notes becoming exchangeable pursuant to this Section 14.01(b)(iii), at any time from or after
the date of such Tax Extinguishment Event) until the earlier of (i) the Reference Entity’s public announcement prior
to the effective date of such transaction that it has determined not to proceed with such transaction and (ii) the close of
business on the 35th Trading Day after the effective date of such transaction or, if such transaction also constitutes a Fundamental
Change, until the related Fundamental Change Repurchase Date. The Company must notify Holders, the Trustee and the Exchange Agent
(if other than the Trustee) of the anticipated effective date of any such transaction (i) (x) at least 45 Scheduled Trading
Days prior to the anticipated effective date of such transaction or (y) at least 10 Scheduled Trading Days prior to the anticipated
effective date of such transaction; provided that, if the Company provides such notice in accordance with clause (y) but
not in accordance with clause (x), notwithstanding anything to the contrary under any other provision of this Indenture, the Company
shall be required to settle all exchanges of Notes with an Exchange Date occurring during the period from, and including, the date
of such notice until the effective date of such transaction through Physical Settlement, and the Company shall so notify the Holders
of such required Settlement Method in such notice, or (ii) if no Officer of the Company or the Reference Entity has knowledge
of such transaction on or prior to the date that is 10 Scheduled Trading Days immediately preceding the anticipated effective date
of such transaction, within three Business Days of the first date upon which an Officer of the Company or the Reference Entity
receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such
transaction; provided further that if such transaction constitutes a Fundamental Change or a Make-Whole Fundamental Change
solely pursuant to clause (c) of the definition of “Fundamental Change”, then this sentence shall not apply, and
notice shall be provided solely pursuant to the provisions hereunder regarding Tax Notices.


 






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(iv)          Prior
to the close of business on the Business Day immediately preceding July 1, 2022, a Holder may surrender all or any portion
of its Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on December 31,
2017 (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, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Exchange Price on each applicable Trading Day.
The Exchange Agent, on behalf of the Company, shall determine at the beginning of each calendar quarter commencing after December 31,
2017 whether the Notes may be surrendered for exchange in accordance with this clause (iv) and shall notify the Company and
the Trustee if the Notes become exchangeable in accordance with this clause (iv).


 


(v)           If
the Company calls the Notes for Optional Redemption pursuant to Article 16 prior to the close of business on the Business
Day immediately preceding July 1, 2022, then a Holder may surrender all or any portion of its Notes for exchange at any time
after the Company delivers the Redemption Notice until the close of business on the Scheduled Trading Day immediately preceding
the Redemption Date, even if the Notes are not otherwise exchangeable at such time. After that time, the right to exchange the
Notes on account of the Company’s delivery of the Redemption Notice shall expire, unless the Company defaults in the payment
of the Redemption Price, in which case a Holder of Notes may exchange all or any portion of its Notes until the Scheduled Trading
Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. In respect of any exchange
of Notes for which the relevant Notice of Exchange is received by the Exchange Agent from, and including, the date of the Redemption
Notice until the close of business on the Scheduled Trading Day immediately preceding the relevant Redemption Date, the Company
must elect to settle such exchange through Cash Settlement or Combination Settlement with a Specified Dollar Amount per $1,000
principal amount of Notes of at least the Redemption Cash Amount, and the Company shall not have the right to elect to settle such
exchange through Physical Settlement or Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes
of less than the Redemption Cash Amount.


 






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Section 14.02. Exchange Procedure;
Settlement Upon Exchange.


 


(a)            Subject
to this Section 14.02, Section 14.01(b)(ii), Section 14.01(b)(iii), Section 14.01(b)(v), Section 14.03(b) and
Section 14.07(a) and other than in connection with a Tax Extinguishment Event as set forth under Section 4.09(a),
upon exchange of any Note, the Company shall, at its option, pay or deliver (or cause the payment or delivery of), as the case
may be, to the exchanging Holder, in respect of each $1,000 principal amount of Notes being exchanged, 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 14.02 (“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 14.02 (“Combination Settlement”), at its election, as set forth in
this Section 14.02.


 


(i)            All
exchanges for which the relevant Exchange Date occurs on or after July 1, 2022 shall be settled using the same Settlement
Method, and all exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice
and prior to the related Redemption Date shall be settled using the same Settlement Method.


 


(ii)           Except
for any exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice but prior
to the related Redemption Date and any exchanges for which the relevant Exchange Date occurs on or after July 1, 2022, the
Company shall use the same Settlement Method for all exchanges with the same Exchange Date, but the Company shall not have any
obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates.


 


(iii)          If,
in respect of any Exchange Date (or the period described in the third immediately succeeding set of parentheses, as the case may
be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect
of such Exchange Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice
to exchanging Holders no later than the close of business on the second Trading Day immediately following the related Exchange
Date (or, in the case of any exchanges for which the relevant Exchange Date occurs (x) after the date of issuance of a Redemption
Notice and prior to the related Redemption Date, in such Redemption Notice or (y) on or after July 1, 2022, no later
than July 1, 2022). 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 does not elect a Settlement Method prior to the deadline set forth in the second 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 Exchange Obligation, and the Specified Dollar Amount per $1,000 principal amount
of Notes shall be equal to $1,000. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its
Exchange 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. Notwithstanding the immediately
preceding two sentences, in respect of any exchange of Notes for which the relevant Notice of Exchange is received by the Exchange
Agent from, and including, the date of any Redemption Notice until the close of business on the Scheduled Trading Day immediately
preceding the relevant Redemption Date, the Company must elect to settle such exchange in accordance with Section 14.01(b)(v).


 






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


 


(A)            if
the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement,
the Company shall deliver or cause to be delivered to the exchanging Holder in respect of each $1,000 principal amount of Notes
being exchanged a number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date;


 


(B)            if
the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Cash Settlement,
the Company shall pay or cause to be paid to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged
cash in an amount equal to the sum of the Daily Exchange Values for each of the 40 consecutive Trading Days during the applicable
Observation Period; and


 


(C)            if
the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination
Settlement, the Company shall pay or deliver or cause the payment or delivery of, as the case may be, to the exchanging Holder
in respect of each $1,000 principal amount of Notes being exchanged, a Settlement Amount equal to the sum of the Daily Settlement
Amounts for each of the 40 consecutive Trading Days during the applicable Observation Period.


 






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(v)           The
Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly
following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily
Exchange 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 Exchange Agent (if other than the Trustee) of the Daily Settlement Amounts or the
Daily Exchange 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 Exchange Agent (if other than the Trustee) shall have no responsibility for any such determination.


 


(b)            Before
any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global
Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable
on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required,
pay all transfer or similar taxes, if any, as set forth in Section 14.02(e) and (ii) in the case of a Physical Note
(1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice
of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state
in writing therein the principal amount of Notes to be exchanged 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 Exchange 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 Exchange Agent, (3) if required, furnish appropriate endorsements and transfer
documents, (4) if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder
is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any,
as set forth in Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange
pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange 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 15.03.


 


If more than one Note shall be surrendered
for exchange at one time by the same Holder, the Exchange 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 exchanged immediately prior to the close of business on the date (the “Exchange Date”)
that the Holder has complied with the requirements set forth in Section 14.02(b). Except as set forth in Section 14.03(b) and
Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation
on the third Business Day immediately following the relevant Exchange Date, if the Company elects (or is deemed to have elected)
Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period,
in the case of any other Settlement Method. If any shares of Common Stock are due to an exchanging Holder, the Company shall deliver
or cause to be delivered to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of
shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of
the Company’s Exchange Obligation.


 






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(d)            In
case any Note shall be surrendered for partial exchange, 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 unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging
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 exchange being different from the name of the Holder of the old Notes
surrendered for such exchange.


 


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


 


(f)             Except
as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock delivered upon the exchange
of any Note as provided in this Article 14.


 


(g)            Upon
the exchange 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 exchange of Notes effected through any Exchange Agent other than the Trustee.


 


(h)            Upon
exchange, a Holder shall not receive any additional cash payment or additional shares of Common Stock representing accrued and
unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange 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 excluding,
the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall
be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon an exchange 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 exchange.
Notwithstanding the foregoing, if Notes are exchanged 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 exchange. Notes surrendered for exchange 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 exchanged; provided that no such payment shall be required (1) for
exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption
Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment
Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or
prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted
Amounts, if any Defaulted Amounts exists at the time of exchange 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 or the Redemption Date, as the case may
be, shall receive the full interest payment due on the Maturity Date or the Redemption Date, as applicable, in cash regardless
of whether their Notes have been exchanged following such Regular Record Date.


 






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


 


(j)             The
Company shall not deliver any fractional share of Common Stock upon any exchange of the Notes and shall instead pay cash in lieu
of delivering any fractional share of Common Stock deliverable upon exchange based on the Daily VWAP for the relevant Exchange
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 exchange, if the Company has elected Combination Settlement,
the full number of shares that shall be delivered upon exchange 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 14.03. Increased Exchange
Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Redemption Notice. (a) 
If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company gives
a Redemption Notice pursuant to Section 16.02 and, in each case, a Holder elects to exchange its Notes in connection with
such Make-Whole Fundamental Change or Redemption Notice, as applicable, the Company shall, under the circumstances described below,
increase the Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional
Shares”), as described below. An exchange of Notes shall be deemed for these purposes to be “in connection with”
such Make-Whole Fundamental Change if the relevant Notice of Exchange is received by the Exchange 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 clause
(x) of 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”). An exchange
of Notes shall be deemed for these purposes to be “in connection with” a Redemption Notice if the Notice of Exchange
of the Notes is received by the Exchange Agent from, and including, the date of the Redemption Notice until the close of business
on the Scheduled Trading Day immediately preceding the Redemption Date.


 






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(b)            Upon
surrender of Notes for exchange in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii) or
a Redemption Notice pursuant to Section 14.01(b)(v), the Company shall, at its option, satisfy the related Exchange Obligation
by Physical Settlement, Cash Settlement or Combination Settlement in accordance with, and subject to, Section 14.02; provided,
however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition
of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any
exchange of Notes following the Effective Date of such Make-Whole Fundamental Change, the Exchange 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
exchanged Notes equal to the Exchange Rate (including any increase to reflect the Additional Shares), multiplied by such
Stock Price. In such event, the Exchange Obligation shall be paid to Holders in cash on the third Business Day following the Exchange
Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change no later than five
Business Days after such Effective Date.


 


(c)            The
number of Additional Shares, if any, by which the Exchange 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, or the date of the Redemption
Notice, as the case may be (in each case, the “Effective Date”), and the price paid (or deemed to be paid) per
share of the Common Stock in the Make-Whole Fundamental Change or the “Stock Price” (as determined in the second immediately
following sentence) on the date of the Redemption Notice, as the case may be (the “Stock Price”). If the 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 or the date of the Redemption
Notice, as the case may be. The Company’s Board of Directors shall make appropriate adjustments to the Stock Price, in its
good faith determination, to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an
adjustment to the Exchange Rate where the Ex-Dividend Date, Split/Combination Effective Date or expiration date of the event occurs
during such five consecutive Trading Day period.


 






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(d)            The
Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Exchange 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 Exchange Rate immediately prior to such adjustment giving rise to
the Stock Price adjustment and the denominator of which is the Exchange 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 Exchange Rate as set forth in Section 14.04.


 


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


 	 	Stock Price
	Effective Date	$114.88

53.22	$120.00

55.60	$130.00

60.23	$140.00

64.86	$152.18

70.51	$160.00

74.13	$180.00

83.40	$200.00

92.66	$225.00

104.24	$250.00

115.83	$300.00

138.99	$400.00

185.32	 
	October 2, 2017	2.1334

4.6047	1.9714

4.2551	1.6238

3.5048	1.3471

2.9076	1.0820

2.3354	0.9444

2.0384	0.6761

1.4593	0.4927

1.0634	0.3385

0.7306	0.2367

0.5109	0.1200

0.2590	0.0313

0.0676	 
	October 1, 2018	2.1334

4.6047	1.9235

4.1517	1.5626

3.3727	1.2777

2.7578	1.0076

2.1748	0.8690

1.8756	0.6031

1.3017	0.4259

0.9193	0.2815

0.6076	0.1895

0.4090	0.0892

0.1925	0.0195

0.0421	 
	October 1, 2019	2.1334

4.6047	1.8705

4.0373	1.4905

3.2171	1.1938

2.5767	0.9167

1.9786	0.7766

1.6762	0.5144

1.1103	0.3463

0.7475	0.2158

0.4658	0.1372

0.2961	0.0578

0.1248	0.0095

0.0205	 
	October 1, 2020	2.1334

4.6047	1.8067

3.8996	1.3973

3.0159	1.0825

2.3365	0.7953

1.7166	0.6538

1.4112	0.3992

0.8616	0.2471

0.5333	0.1388

0.2996	0.0800

0.1727	0.0283

0.0611	0.0027

0.0058	 
	October 1, 2021	2.1334

4.6047	1.7620

3.8031	1.2724

2.7463	0.9214

1.9887	0.6146

1.3266	0.4716

1.0179	0.2370

0.5115	0.1194

0.2577	0.0526

0.1135	0.0251

0.0542	0.0075

0.0162	0.0001

0.0002	 
	October 1, 2022	2.1334

4.6047	1.7620

3.8031	1.1210

2.4196	0.5716

1.2337	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 by which the Exchange Rate shall be increased shall be determined by a straight-line interpolation
between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates,
as applicable, based on a 365-day year or 366-day year, as applicable;


 


(ii)           if
the Stock Price is greater than $400.00185.32
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 Section 14.03(d)), no Additional Shares shall be added to the Exchange Rate; and


 


(iii)          if
the Stock Price is less than $114.8853.22
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 Section 14.03(d)), no Additional Shares shall be added to the Exchange Rate.


 


Notwithstanding the foregoing, in no event shall the Exchange
Rate per $1,000 principal amount of Notes exceed 8.704718.7882
shares of Common Stock (the “Maximum Exchange Rate”), subject to adjustment in the same manner as
the Exchange Rate pursuant to Section 14.04.


 






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


 


Section 14.04. Adjustment of Exchange
Rate. The Exchange 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 Exchange Rate if Holders of the Notes are entitled to participate (other than
in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) 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 14.04, without having to exchange their Notes, as if they held a number of shares
of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by
such Holder.


 


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


 


 


 


where,


 


	ER0	=	the Exchange 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 Split/Combination Effective Date of
                                                                                 such share split or share combination, as applicable;



 


	ER'	=	the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date;



 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on
                                                                                 such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or
                                                                                 combination); and



 


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



 


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


 






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(b)            If
the Reference Entity issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than
pursuant to a stockholder rights or similar plan) 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 Exchange Rate shall be increased based on the following
formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date
                                                                                 for such issuance;



 


	ER'	=	the Exchange 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
(the “Rights Distribution Period”).



 


Any increase made under this Section 14.04(b) shall
be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the
open of business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants are not exercised
prior to their expiration or shares of the Common Stock are not delivered after the expiration of such rights, options or warrants,
the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance
of such rights, options or warrants under this Section 14.04(b) 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 or if no such right, option
or warrant is exercised prior to its expiration, the Exchange Rate shall be decreased to the Exchange Rate that would then be in
effect if such Ex-Dividend Date for such issuance had not occurred.


 






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For purposes of this Section 14.04(b) and
for the purpose of Section 14.01(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
over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Reference Entity for such rights, options or warrants and any amount payable on exercise or conversion
or exchange thereof, the value of such consideration, if other than cash, to be determined by the Company in good faith and in
a commercially reasonable manner.


 


(c)            If
the Reference Entity distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Reference
Entity or rights, options or warrants (other than pursuant to a stockholder rights or similar plan, so long as the rights have
not separated from the shares of the Common Stock at the time of such distribution) to acquire its Capital Stock or other securities,
to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an
adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid
exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, (iii) a Forward Spin-Off,
as to which the provisions set forth further below in Section 14.04(c)(i) shall apply, (iv) a Reverse Spin-Off,
as to which the provisions set forth further below in Section 14.04(c)(ii) shall apply and (v) any payment in respect
of a tender or exchange offer for the Common Stock as to which the provisions set forth in Section 14.04(e)(i) and/or
Section 14.04(e)(ii) 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 Exchange Rate shall be increased based on the following formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date
                                                                                 for such distribution;



 


	ER'	=	the Exchange 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
                                                                                 (the “Non-Cash Distribution Period”); and



 


	FMV	=	the fair market value (as determined by the Company in good faith and in a commercially reasonable manner) of the Distributed
Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.



 






    87


     


    

 


Any increase made under this Section 14.04(c) pursuant
to the adjustments set forth 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 Exchange Rate shall be decreased to the Exchange 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 the amount and kind of Distributed Property that such Holder would have received if such Holder owned a number
of shares of Common Stock equal to the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date
for the distribution. If the Company determines the “FMV” (as defined above) of any distribution for purposes of this
Section 14.04(c) by reference to the actual or when-issued trading market for any securities, 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 Non-Cash
Distribution Period.


 


(i)            With
respect to an adjustment pursuant to this Section 14.04(c) where the Reference Entity makes a payment of a dividend or
other distribution on the Common Stock of, or otherwise distributes in respect of the Common Stock (in each case however effected,
including by way of recapitalization, merger or otherwise, including the 2020
Spin-Off, but excluding any Split-Off or Share Election Merger), 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 Reference Entity, that are, or, when issued,
will be (including after giving effect to any automatic conversion, automatic exchange or automatic reclassification of Capital
Stock paid or distributed in such transaction and outstanding for a period of not more than one Trading Day), listed or admitted
for trading on a U.S. national securities exchange, other than a Reverse Spin-Off (a “Forward Spin-Off”), the
Exchange Rate shall be increased based on the following formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Forward Spin-Off Valuation
                                                                                               Period;



 


	ER'	=	the Exchange Rate in effect immediately after the end of the Forward Spin-Off 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 (which,
                                                                                                solely with respect to the 2020 Spin-Off, is Common Stock as defined in clause (i) of the definition thereof) applicable
                                                                                                to one share of the Common Stock (which,
                                                                                                solely with respect to the 2020 Spin-Off, is Common Stock as defined in clause (ii) of the definition
                                                                                                thereof) over the first 20 consecutive Trading Day period after, and including, the Ex-Dividend Date of the
                                                                                                Forward Spin-Off (the “Forward Spin-Off Valuation Period”); and



 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Forward Spin-Off
                                                                                 Valuation Period.



 






    88


     


    

 


The increase to the Exchange Rate under
this Section 14.04(c)(i) shall occur at the close of business on the last Trading Day of the Forward Spin-Off Valuation
Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the Forward Spin-Off Valuation Period, reference to “20” in the definition of “Forward
Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend
Date for such Forward Spin-Off and such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange
of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant
Observation Period for such exchange and within the Forward Spin-Off Valuation Period, reference to “20” in the definition
of “Forward Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date for such Forward Spin-Off and such Trading Day in determining the Exchange Rate as of such Trading
Day.


 


(ii)           With
respect to an adjustment pursuant to this Section 14.04(c) where (A) the Reference Entity makes a payment of a dividend
or other distribution on the Common Stock of, or otherwise distributes in respect of the Common Stock (in each case however effected,
including by way of recapitalization, merger or otherwise, but excluding any Split-Off or Share Election Merger), 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 Reference
Entity (“SpinCo”), that are, or, when issued, will be (including after giving effect to any automatic conversion,
automatic exchange or automatic reclassification of Capital Stock paid or distributed in such transaction and outstanding for a
period of not more than one Trading Day), listed or admitted for trading on a U.S. national securities exchange and (B) the
Company is SpinCo or, immediately following the consummation of such transaction, the Company will be a Wholly Owned Subsidiary
of SpinCo (such transaction, a “Reverse Spin-Off” and, together with a Forward Spin-Off, a “Spin-Off”),
then:


 


(A)           if,
upon consummation of the relevant Reverse Spin-Off (including after giving effect to any automatic conversion, automatic exchange
or automatic reclassification of Capital Stock paid or distributed in such Reverse Spin-Off and outstanding for a period of not
more than one Trading Day) (1) the Company is then a corporation organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia, (2) at least one class of SpinCo common stock will be registered
under the Exchange Act, (3) each class of SpinCo Capital Stock distributed by the Reference Entity to the holders of the Common
Stock in respect of the shares of the Common Stock is or, when issued, will be common stock that is listed or admitted for trading
on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective
successors), (4) immediately following such consummation, at least 50% of the outstanding shares of each class of SpinCo common
stock distributed by the Reference Entity to the holders of the Common Stock in respect of the shares of the Common Stock in the
Reverse Spin-Off will be beneficially owned by persons or entities other than the entity that is the Reference Entity immediately
prior to such consummation and such entity’s affiliates (as such term is defined in Rule 144), (5) SpinCo, if the
Company is not SpinCo, guarantees, on a senior unsecured basis, the Company’s obligations under the Notes and this Indenture
and enters into a joinder agreement to the Registration Rights Agreement in accordance with the terms of the Registration Rights
Agreement and (6) immediately following such Reverse Spin-Off, no Default or Event of Default has occurred and is continuing
under this Indenture ((1) through (6) together, the “Spin-Off Travel Conditions”), (I) the existing
Guarantee shall terminate, (II) the Notes shall become exchangeable for, or if the Company is SpinCo, convertible into, a
basket (a “Spin-Off Exchangeable Basket”) composed of a number of shares of SpinCo common stock (or, if more
than one class of SpinCo common stock is distributed by the Reference Entity to the holders of the Common Stock in such Reverse
Spin-Off in respect of the Common Stock, a number of shares of each such class of SpinCo common stock) distributed by the Reference
Entity in such Reverse Spin-Off applicable to one share of the Common Stock immediately prior to such Reverse Spin-Off, subject
to the anti-dilution adjustment set forth in this Section 14.04(c)(ii)(A) and the provisions set forth under Section 14.02,
(III) SpinCo shall become the Reference Entity, (IV) the Company, SpinCo (if the Company is not SpinCo) and the Trustee
shall enter into a supplemental indenture to reflect any necessary modifications to the terms of the Notes (including, without
limitation, to provide that the Notes are exchangeable for or convertible into the Spin-Off Exchangeable Baskets and to provide
for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments set forth under this Article 14)
and (V) the Exchange Rate shall be adjusted based on the following formula:


 






    89


     


    

 





 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Reverse Spin-Off Valuation
                                                                                 Period, which shall equal the Exchange Rate immediately preceding the Reverse Spin-Off;



 


	ER'	=	the Exchange Rate (expressed as a number of Spin-Off Exchangeable Baskets) in effect immediately after the end of the Reverse
Spin-Off Valuation Period;



 






    90


     


    

 


	FMV0	=	the sum of the products of, for each class of SpinCo common stock distributed to holders of
                                                                                 the Common Stock and included in the Spin-Off Exchangeable Basket, (x) the average of the Last Reported Sale Prices of
                                                                                 the shares of such class of SpinCo common stock distributed to holders of the Common Stock over the first 20 consecutive
                                                                                 Trading Day period after, and including, the Ex-Dividend Date of the Reverse Spin-Off (the “Reverse Spin-Off
                                                                                 Valuation Period”) and (y) the number of shares of such class of SpinCo common stock distributed to holders of
                                                                                 the Common Stock per one share of Common Stock; and



 


	MP0	=	the average of the Last Reported Sale Prices over the Reverse Spin-Off Valuation Period that
                                                                                 is the Common Stock immediately prior to the Ex-Dividend Date of such Reverse Spin-Off; or



 


(B)            if
all of the Spin-Off Travel Conditions have not been satisfied in connection with such Reverse Spin-Off, (I) the existing Guarantee
shall terminate, (II) the Reference Entity shall assume the Company’s obligations as issuer under the Notes, this Indenture
and the Registration Rights Agreement, (III) the Notes shall become convertible into (rather than exchangeable for) Common
Stock, subject to the anti-dilution adjustment set forth in this subclause (B) and the provisions set forth under Section 14.02,
(IV) the Company, the Reference Entity, and the Trustee shall enter into a supplemental indenture to reflect any necessary
modifications to the terms of the Notes and (V) the conversion rate (which shall be in lieu of the Exchange Rate) shall be
increased based on the following formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Reverse Spin-Off Valuation
                                                                                 Period;



 


	CR'	=	the conversion rate (which shall be in lieu of the Exchange Rate) in effect immediately after the end of the Reverse Spin-Off
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 over the Reverse Spin-Off Valuation
                                                                                 Period; and



 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Reverse Spin-Off
                                                                                 Valuation Period.



 






    91


     


    

 


The adjustment to the Exchange Rate under
Section 14.04(c)(ii)(A) shall occur at the close of business on the last Trading Day of the Reverse Spin-Off Valuation
Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the Reverse Spin-Off Valuation Period, reference to “20” in the definition of “Reverse
Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend
Date for such Reverse Spin-Off and such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange
of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant
Observation Period for such exchange and within the Reverse Spin-Off Valuation Period, reference to “20” in the definition
of “Reverse Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date for such Reverse Spin-Off and such Trading Day in determining the Exchange Rate as of such Trading
Day.


 


The increase to the Exchange Rate under
Section 14.04(c)(ii)(B) shall occur at the close of business on the last Trading Day of the Reverse Spin-Off Valuation
Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the Reverse Spin-Off Valuation Period, reference to “20” in the definition of “Reverse
Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend
Date for such Reverse Spin-Off and such Exchange Date in determining the Exchange Rate and (y) in respect of any exchange
of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant
Observation Period for such exchange and within the Reverse Spin-Off Valuation Period, reference to “20” in the definition
of “Reverse Spin-Off Valuation Period” shall be deemed replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date for such Reverse Spin-Off and such Trading Day in determining the Exchange Rate as of such Trading
Day.


 


In connection with any Spin-Off, the Company
shall notify the Holders and the Trustee at least 10 Scheduled Trading Days prior to the actual Ex-Dividend Date for such Spin-Off
if the Spin-Off will be a Forward Spin-Off or a Reverse Spin-Off. In addition, in connection with any Reverse Spin-Off, the Company
shall notify the Holders and the Trustee (x) at least 10 Scheduled Trading Days prior to the proposed Ex-Dividend Date of
such Reverse Spin-Off of such proposed Ex-Dividend Date and as to whether the Spin-Off Travel Conditions are expected to be satisfied,
(y) at least five Business Days prior to the actual Ex-Dividend Date of such Reverse Spin-Off of such Ex-Dividend Date and
whether the Spin-Off Travel Conditions will be satisfied and (z) at least 10 Scheduled Trading Days prior to the anticipated
date of the consummation of such Reverse Spin-Off if the Company intends to treat such Reverse Spin-Off as a Tax Extinguishment
(each of the notices described in this paragraph, a “Spin-Off Notice”).


 


If following the announcement of a Spin-Off
a Holder exchanges their Notes at any time when the Common Stock is trading with due bills in respect of such Spin-Off, then, subject
to Section 14.02 and Section 14.05, any shares of the Common Stock deliverable upon such exchange shall include such
due bills.


 






    92


     


    

 


For purposes of this Section 14.04(c) (and
subject in all respect to Section 14.11), rights, options or warrants distributed by the Reference Entity to all holders of
the Common Stock entitling them to subscribe for or purchase shares of the Reference Entity’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 14.04(c) (and no adjustment to the Exchange Rate under this
Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options
or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall
be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or
warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options
or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights,
options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire
on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution)
of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence)
with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange
Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all
have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange
Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange 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 Exchange Rate shall be readjusted as if such rights,
options and warrants had not been issued.


 


(d)            If
the Reference Entity makes a cash dividend or distribution to all or substantially all holders of the Common Stock, the Exchange
Rate shall be adjusted based on the following formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date
                                                                                for such dividend or distribution;



 


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



 






    93


     


    

 


	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 Reference Entity distributes to all or substantially all holders of the Common Stock.



 


Any increase pursuant to this Section 14.04(d) shall
become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend
or distribution is not so paid, the Exchange Rate shall be decreased, effective as of the date the Reference Entity’s Board
of Directors determines not to make or pay such dividend or distribution, to be the Exchange 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 Exchange Rate on the Ex-Dividend Date for such cash dividend or distribution.


 


(e)            (i) If
the Reference Entity or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (including,
for the avoidance of doubt, in the case of a Reverse Split-Off), 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 20 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 Exchange Rate shall be increased based on the following
formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the close of business on the 20th Trading
                                                                                               Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer
                                                                                               expires;



 


	ER'	=	the Exchange Rate in effect immediately after the close of business on the 20th 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 Company in good faith and in a commercially
reasonable manner) 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);



 






    94


     


    

 


	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 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 20 consecutive Trading Day period commencing on, and
including, the Trading Day next succeeding the date such tender or exchange offer expires (the “Tender Offer Valuation
Period”).



 


The increase to the Exchange Rate under
this Section 14.04(e)(i) shall occur at the close of business on the 20th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any
exchange of Notes for which Physical Settlement is applicable, if the relevant Exchange Date occurs during the Tender Offer Valuation
Period, references to “20” or “20th” in the preceding paragraph shall be deemed replaced with such lesser
number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and the Exchange Date in determining
the Exchange Rate and (y) in respect of any exchange of Notes for which Cash Settlement or Combination Settlement is applicable,
for any Trading Day that falls within the relevant Observation Period for such exchange and within the Tender Offer Valuation Period,
references to “20” or “20th” in the preceding paragraph shall be deemed replaced with such lesser number
of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Trading Day in determining
the Exchange Rate as of such Trading Day.


 


(ii) If (A) the Reference Entity
or any of its Subsidiaries makes a payment of solely equity interests of or relating to a Subsidiary or other business unit of
the Reference Entity to the holders of the Common Stock in exchange for Common Stock pursuant to a tender or exchange offer for
the Common Stock (such transaction, a “Split-Off” and such Subsidiary or business unit, “SplitCo”),
(B) the Company is SplitCo or, immediately following the consummation of such transaction, the Company will be a Wholly Owned
Subsidiary of SplitCo (such transaction, a “Reverse Split-Off”), (C) upon consummation of the relevant
Reverse Split-Off (including after giving effect to any automatic conversion, automatic exchange or automatic reclassification
of Capital Stock paid in such Reverse Split-Off and outstanding for a period of not more than one Trading Day) (1) the Company
is then a corporation organized and existing under the laws of the United States of America, any State thereof or the District
of Columbia, (2) at least one class of SplitCo common stock will be registered under the Exchange Act, (3) each class
of SplitCo Capital Stock paid by the Reference Entity to the holders of the Common Stock in exchange for the shares of the Common
Stock in the Reverse Split-Off is or, when issued, will be common stock that is listed or admitted for trading on any of The New
York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors), (4) immediately
following consummation of the Reverse Split-Off, at least 50% of the outstanding shares of each class of SplitCo common stock paid
by the Reference Entity to the holders of the Common Stock in exchange for shares of the Common Stock in the Reverse Split-Off
will be beneficially owned by persons or entities other than the entity that is the Reference Entity immediately prior to such
consummation and such entity’s affiliates (as such term is defined in Rule 144), (5) SplitCo, if the Company is
not SplitCo, guarantees, on a senior unsecured basis, the Company’s obligations under the Notes and this Indenture and enters
into a joinder agreement to the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement
and (6) immediately after giving effect to the Reverse Split-Off, no Default or Event of Default has occurred and is continuing
under this Indenture ((1) through (6) together, the “Split-Off Travel Conditions”), (I) the existing
Guarantee shall terminate, (II) the Notes shall become exchangeable for, or if the Company is SplitCo, convertible into, a
basket (a “Split-Off Exchangeable Basket”) composed of a number of shares of SplitCo common stock (or, if more
than one class of SplitCo common stock is paid by the Reference Entity to the holders of the Common Stock in such Reverse Split-Off
in respect of the Common Stock, a number of shares of each such class of SplitCo common stock) paid by the Reference Entity in
such Reverse Split-Off applicable to one share of the Common Stock immediately prior to such Reverse Split-Off, subject to the
anti-dilution adjustment below and the provisions above under Section 14.02, (III) SplitCo shall become the Reference
Entity, (IV) the Company, SplitCo (if the Company is not SplitCo) and the Trustee shall enter into a supplemental indenture
to reflect such modifications to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable
for or convertible into the Split-Off Exchangeable Baskets and to provide for anti-dilution and other adjustments that are as nearly
equivalent as possible to the adjustments set forth under this Article 14) and (V) the Exchange Rate shall be adjusted
based on the following formula:


 






    95


     


    

 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Reverse Split-Off Valuation
                                                                                 Period, which will equal the Exchange Rate immediately preceding the Reverse Split-Off after giving effect to any adjustment
                                                                                 under Section 14.04(e)(i), if applicable;



 


	ER'	=	the Exchange Rate (expressed as a number of Split-Off Exchangeable Baskets) in effect immediately after the end of the Reverse
Split-Off Valuation Period;



 


	FMV0	=	the sum of the products of, for each class of SplitCo common stock paid to holders of the
                                                                                                Common Stock in exchange for shares of the Common Stock and included in the Split-Off Exchangeable Basket, (x) the
                                                                                                average of the Last Reported Sale Prices of the shares of such class of SplitCo common stock over the first 20 consecutive
                                                                                                Trading Day period beginning on, and including, the 21st Trading Day next succeeding the date the tender or exchange offer in
                                                                                                respect of such Reverse Split-Off expires (the “Reverse Split-Off Valuation Period”) and (y) the
                                                                                                number of shares of such class of SplitCo common stock paid in exchange for one share of Common Stock; and



 






    96


     


    

 


	MP0	= 	the average of the Last Reported Sale Prices over the Reverse Split-Off Valuation Period of
                                                                                     the common stock that is the Common Stock immediately prior to the date the tender or exchange offer in respect of such
                                                                                     Reverse Split-Off expires.



 


The adjustment to the Exchange Rate under
this Section 14.04(e)(ii) shall occur at the close of business on the last Trading Day of the Reverse Split-Off Valuation
Period; provided that any adjustment pursuant to this Section 14.04(e)(ii) shall be calculated following an appropriate
adjustment to the Exchange Rate as contemplated under Section 14.04(e)(i), if applicable (and, for purposes of such adjustment,
references to the “Common Stock” in Section 14.04(e)(i) above shall refer to the common stock that is the
Common Stock immediately prior to the Reverse Split-Off); provided further that (x) in respect of any exchange of Notes
for which Physical Settlement is applicable, if the relevant Exchange Date occurs during the Reverse Split-Off Valuation Period,
the reference to “20” in the definition of Reverse Split-Off Valuation Period shall be deemed replaced with such lesser
number of Trading Days as have elapsed between the first Trading Day of the Reverse Split-Off Valuation Period and such Exchange
Date in determining the Exchange Rate and (y) in respect of any exchange of Notes for which Cash Settlement or Combination
Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within the
Reverse Split-Off Valuation Period, the reference to “20” in the definition of Reverse Split-Off Valuation Period shall
be deemed replaced with such lesser number of Trading Days as have elapsed between the first Trading Day of the Reverse Split-Off
Valuation Period and such Trading Day in determining the Exchange Rate as of such Trading Day.


 


In connection with any Split-Off, the Company
shall notify the Holders and the Trustee at least 10 Scheduled Trading Days prior to the actual date the tender or exchange offer
in respect of such Split-Off expires whether the Split-Off will be a Reverse Split-Off. In addition, in connection with any Reverse
Split-Off, the Company shall notify the Holders and the Trustee (x) at least 10 Scheduled Trading Days prior to the proposed
date on which the tender or exchange offer in respect of such Reverse Split-Off expires of such proposed expiration date and as
to whether the Split-Off Travel Conditions are expected to be satisfied, (y) within five Business Days after the actual date
the tender or exchange offer in respect of such Reverse Split-Off expires of such expiration date and whether the Split-Off Travel
Conditions will be satisfied and (z) at least 10 Scheduled Trading Days prior to the anticipated date on which the tender
or exchange offer in respect of such Reverse Split-Off expires if the Company intends to treat such Reverse Split-Off as a Tax
Extinguishment (each of the notices described in this paragraph, a “Split-Off Notice”).


 






    97


     


    

 


(f)             (i) If
(A) pursuant to a merger of the Reference Entity with a Wholly Owned Subsidiary of the Reference Entity as a result of which
the Common Stock would be exchanged for, converted into the right to receive or remain, as applicable, shares of the common stock
that is the Common Stock immediately prior to such merger, equity interests of or relating to a Subsidiary or other business unit
of the Reference Entity (such Subsidiary or business unit, “MergeCo”) or any combination thereof, at the election
of holders of the Common Stock (collectively, “Election Merger Shares”), the Reference Entity makes a payment
of solely one or more classes of Election Merger Shares in exchange for the Common Stock, (B) the Company is MergeCo or, immediately
following the consummation of such transaction, the Company will be a Wholly Owned Subsidiary of MergeCo, (C) all of the outstanding
shares of each class of MergeCo common stock constituting Election Merger Shares are paid by the Reference Entity to the holders
of the Common Stock in respect of the shares of the Common Stock in such merger (such transaction described in clauses (A), (B) and
(C), a “Share Election Merger”) and (D) upon consummation of the relevant Share Election Merger (including
after giving effect to any automatic conversion, automatic exchange or automatic reclassification of Capital Stock issued in such
Share Election Merger and outstanding for a period of not more than one Trading Day) (1) the Company is then a corporation
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) at
least one class of MergeCo Capital Stock paid in exchange for the Common Stock will be registered under the Exchange Act, (3) each
class of MergeCo Capital Stock paid by the Reference Entity to the holders of the Common Stock in respect of the shares of the
Common Stock in the Share Election Merger is or, when issued, will be common stock that is listed or admitted for trading on any
of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors),
(4) immediately following consummation of the Share Election Merger, at least 50% of the outstanding shares of each class
of the MergeCo common stock paid by the Reference Entity to the holders of the Common Stock in respect of the shares of the Common
Stock in the Share Election Merger will be beneficially owned by persons or entities other than the entity that is the Reference
Entity immediately prior to such consummation and such entity’s affiliates (as such term is defined in Rule 144), (5) MergeCo,
if the Company is not MergeCo, guarantees, on a senior unsecured basis, the Company’s obligations under the Notes and this
Indenture and enters into a joinder agreement to the Registration Rights Agreement in accordance with the terms of the Registration
Rights Agreement and (6) immediately after giving effect to the Share Election Merger, no Default or Event of Default has
occurred and is continuing under this Indenture ((1) through (6) together, the “Share Election Merger Travel
Conditions”), (I) the existing Guarantee shall terminate, (II) the Notes shall become exchangeable for, or
if the Company is MergeCo, convertible into, a basket (a “Share Election Merger Exchangeable Basket”) composed
of a number of shares of MergeCo common stock (or, if more than one class of MergeCo common stock is paid by the Reference Entity
to the holders of the Common Stock in respect of the shares of the Common Stock in the Share Election Merger, a number of shares
of each such class of MergeCo common stock) equal to (i) the aggregate number of shares of such class (or each such class)
of MergeCo common stock actually received in the Share Election Merger by holders of the Common Stock in respect of the shares
of the Common Stock, divided by (ii) the aggregate number of shares of the Common Stock outstanding immediately prior
to the consummation of such Share Election Merger, (III) MergeCo shall become the Reference Entity, (IV) the Company,
MergeCo (if the Company is not MergeCo) and the Trustee shall enter into a supplemental indenture to reflect such modifications
to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for or convertible into the
Share Election Merger Exchangeable Baskets and to provide for anti-dilution and other adjustments that are as nearly equivalent
as possible to the adjustments set forth under this Article 14) and (V) the Exchange Rate will be adjusted based on the
following formula:


 


 


 






    98


     


    

 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Share Election Merger
                                                                                 Valuation Period, which will equal the Exchange Rate immediately preceding the Share Election Merger;



 


	ER'	=	the Exchange Rate (expressed as a number of Share Election Merger Exchangeable Baskets) in effect immediately after the end of
the Share Election Merger Valuation Period;



 


	NRE	=	(i) the aggregate number of shares of the common stock that is the Common Stock immediately
                                                                                               prior to such Share Election Merger actually received or retained in the Share Election Merger by holders of the Common Stock
                                                                                               in respect of the shares of the Common Stock, divided by (ii) the aggregate number of shares of the Common Stock
                                                                                               outstanding immediately prior to the consummation of such Share Election Merger;



 


	MP0	=	the average of the Last Reported Sale Prices over the first 20 consecutive Trading Day period
                                                                                               beginning on, and including, the fifth Trading Day succeeding the date the Share Election Merger is consummated (the
                                                                                               “Share Election Merger Valuation Period”) of the common stock that is the Common Stock immediately prior
                                                                                               to the consummation of such merger; and



 


	FMV	=	the sum of the products of, for each class of MergeCo common stock paid by the Reference Entity to the holders of the Common Stock
in respect of the shares of the Common Stock in the Share Election Merger and included in the Share Election Merger Exchangeable
Basket, (x) the average of the Last Reported Sale Prices of the shares of such class of MergeCo common stock over the Share
Election Merger Valuation Period and (y) (i) the aggregate number of shares of such class of MergeCo common stock actually
received in the Share Election Merger by holders of the Common Stock in respect of the shares of the Common Stock, divided
by (ii) the aggregate number of shares of the Common Stock outstanding immediately prior to such Share Election Merger.



 


The adjustment to the Exchange Rate under
this Section 14.04(f)(i) shall occur at the close of business on the last Trading Day of the Share Election Merger Valuation
Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the Share Election Merger Valuation Period, the reference to “20” in the definition of
Share Election Merger Valuation Period shall be deemed replaced with such lesser number of Trading Days as have elapsed between
the first Trading Day of the Share Election Merger Valuation Period and such Exchange Date in determining the Exchange Rate and
(y) in respect of any exchange of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading
Day that falls within the relevant Observation Period for such exchange and within the Share Election Merger Valuation Period,
the reference to “20” in the definition of Share Election Merger Valuation Period shall be deemed replaced with such
lesser number of Trading Days as have elapsed between the first Trading Day of the Share Election Merger Valuation Period and such
Trading Day in determining the Exchange Rate as of such Trading Day.


 






    99


     


    

 


Holders shall not be permitted to exchange
their Notes during the period beginning on, and including, the date the merger of the Reference Entity with a Wholly Owned Subsidiary
of the Reference Entity in respect of a Share Election Merger is consummated and ending on, but excluding, the first Trading Day
of the related Share Election Merger Valuation Period.


 


In connection with any Share Election Merger,
prior to the first day of the relevant Share Election Merger Valuation Period, the Company shall give Holders written notice of
(i)(A) the aggregate number of shares of the common stock that is the Common Stock immediately prior to such Share Election
Merger actually received or retained in the Share Election Merger by holders of the Common Stock in respect of the shares of the
Common Stock, divided by (B) the aggregate number of shares of the Common Stock outstanding immediately prior to the
consummation of such Share Election Merger and (ii) for each class of MergeCo common stock paid by the Reference Entity to
the holders of the Common Stock in respect of the shares of the Common Stock in the Share Election Merger and included in the Share
Election Merger Exchangeable Basket, (A) the number of shares of such class actually received in the Share Election Merger
by holders of the Common Stock in respect of the shares of the Common Stock, divided by (B) the aggregate number of
shares of the Common Stock outstanding immediately prior to the consummation of such Share Election Merger (the notice described
in this paragraph, the “Share Election Merger Composition Notice”).


 


(ii) If all of the Share Election Merger
Travel Conditions have not been satisfied in connection with a Share Election Merger, then (1) the existing Guarantee shall
terminate, (2) the Reference Entity shall assume the Company’s obligations as issuer under the Notes, this Indenture
and the Registration Rights Agreement, (3) the Notes shall become convertible into (rather than exchangeable for) Common Stock,
subject to the anti-dilution adjustment below and the provisions above under Section 14.02, (4) the Company, the Reference
Entity and the Trustee shall enter into a supplemental indenture to reflect any necessary modifications to the terms of the Notes
and (5) the conversion rate (which shall be in lieu of the Exchange Rate) shall be adjusted based on the following formula:


 


 


 


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Share Election Merger
                                                                                 Valuation Period, which will equal the Exchange Rate immediately preceding the Share Election Merger;



 


	CR'	=	the conversion rate (which shall be in lieu of the Exchange Rate) in effect immediately after the end of the Share Election Merger
Valuation Period;



 






    100


     


    

 


	NRE	=	(i) the aggregate number of shares of the common stock that is the Common Stock immediately
                                                                                               prior to such Share Election Merger actually received or retained in the Share Election Merger by holders of the Common Stock
                                                                                               in respect of the shares of the Common Stock, divided by (ii) the aggregate number of shares of the Common Stock
                                                                                               outstanding immediately prior to the consummation of such Share Election Merger;



 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Share Election
                                                                                               Merger Valuation Period; and



 


	FMV	=	the sum of the products of, for each class of MergeCo common stock paid by the Reference Entity to the holders of the Common Stock
in respect of the shares of the Common Stock in the Share Election Merger and included in the Share Election Merger Exchangeable
Basket, (x) the average of the Last Reported Sale Prices of the shares of such class of MergeCo common stock over the Share
Election Merger Valuation Period and (y) (i) the aggregate number of shares of such class of MergeCo common stock actually
received in the Share Election Merger by holders of the Common Stock in respect of the shares of the Common Stock, divided
by (ii) the aggregate number of shares of the Common Stock outstanding immediately prior to the consummation of such
Share Election Merger.



 


The adjustment to the Exchange Rate under
this Section 14.04(f)(ii) shall occur at the close of business on the last Trading Day of the Share Election Merger Valuation
Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant
Exchange Date occurs during the Share Election Merger Valuation Period, the reference to “20” in the definition of
Share Election Merger Valuation Period shall be deemed replaced with such lesser number of Trading Days as have elapsed between
the first Trading Day of the Share Election Merger Valuation Period and such Exchange Date in determining the Exchange Rate and
(y) in respect of any exchange of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading
Day that falls within the relevant Observation Period for such exchange and within the Share Election Merger Valuation Period,
the reference to “20” in the definition of Share Election Merger Valuation Period shall be deemed replaced with such
lesser number of Trading Days as have elapsed between the first Trading Day of the Share Election Merger Valuation Period and such
Trading Day in determining the Exchange Rate as of such Trading Day.


 


In connection with any Share Election Merger,
the Company shall notify the Holders and the Trustee (x) at least 10 Scheduled Trading Days prior to the proposed date on
which the merger of the Reference Entity with a Wholly Owned Subsidiary of the Reference Entity in respect of such Share Election
Merger is to be consummated of such proposed date of consummation and as to whether the Share Election Merger Travel Conditions
are expected to be satisfied, (y) at least five Business Days prior to the actual date the merger of the Reference Entity
with a Wholly Owned Subsidiary of the Reference Entity in respect of such Share Election Merger is consummated of such date of
consummation and whether the Share Election Merger Travel Conditions will be satisfied and (z) at least 10 Scheduled Trading
Days prior to the date on which the merger of the Reference Entity with a Wholly Owned Subsidiary of the Reference Entity in respect
of such Share Election Merger is anticipated to be consummated if the Company intends to treat such Share Election Merger as a
Tax Extinguishment (each of the notices described in this paragraph, together with the Share Election Merger Composition Notice,
a “Share Election Merger Notice”).


 






    101


     


    

 


Notwithstanding this Section 14.04
or any other provision of this Indenture or the Notes, if an Exchange Rate adjustment becomes effective on any Ex-Dividend Date,
and a Holder that has exchanged 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 Exchange Date as described under Section 14.02(i) based
on an adjusted Exchange Rate for such Ex-Dividend Date, then, notwithstanding the Exchange Rate adjustment provisions in this Section 14.04,
the Exchange Rate adjustment relating to such Ex-Dividend Date shall not be made for such exchanging 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 Exchange 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), (e) and (f) of this Section 14.04, and to
the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Reference Entity’s
securities are then listed, the Company from time to time may increase the Exchange Rate by any amount for a period of at least
20 Business Days if the Company’s 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 Reference Entity’s securities are then listed, the Company may (but is not required to) increase the Exchange 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 Exchange Rate
is increased pursuant to either of the preceding two sentences, the Company shall deliver to the Holder of each Note a notice of
the increase at least 15 days prior to the date the increased Exchange Rate takes effect, and such notice shall state the increased
Exchange Rate and the period during which it will be in effect.


 


(i)             Notwithstanding
anything to the contrary in this Article 14, the Exchange 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 Reference Entity’s securities and the investment of additional optional amounts in shares of Common
Stock under any plan;


 






    102


     


    

 


(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 Reference Entity or any of the Reference Entity’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 14 shall be made by the Company and shall be calculated to the nearest
one-ten thousandth (1/10,000th) of a share. No adjustment to the applicable Exchange Rate shall be required unless the adjustment
would require an increase or decrease of at least 1% of the applicable Exchange Rate. Notwithstanding the foregoing, the Company
shall carry forward any adjustments that are less than 1% of the Exchange Rate and all such carried-forward adjustments shall be
made (i) in connection with any subsequent adjustment to the Exchange Rate of at least 1% (after all such carried-forward
adjustments not yet made are aggregated and taken into account), (ii) (x) on the Exchange Date for any exchange of Notes
(in the case of Physical Settlement) or (y) on each Trading Day during the Observation Period for any exchange of Notes (in
the case of Cash Settlement or Combination Settlement), (iii) on the effective date of any Fundamental Change or Effective
Date of any Make-Whole Fundamental Change, (iv) on each anniversary date of the Issue Date, (v) on any Tax Extinguishment
Test Date and (vi) upon delivery of any Tax Treatment Notice.


 


(k)            Whenever
the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Exchange Agent if not
the Trustee) an Officers’ Certificate setting forth the Exchange 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 Exchange Rate and may assume without inquiry
that the last Exchange 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 Exchange Rate setting forth the adjusted Exchange Rate and the date on which each
adjustment becomes effective and shall deliver such notice of such adjustment of the Exchange Rate to each Holder. Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.


 


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


 






    103


     


    

 


Section 14.05. Adjustments of Prices
and Exchange/Conversion Rate. Whenever any provision of this Indenture requires the Company to calculate the Last Reported
Sale Prices, the Daily VWAPs, the Daily Exchange Values or the Daily Settlement Amounts over a span of multiple days (including,
without limitation, an Observation Period and the period, if any, for determining the “Stock Price” for purposes of
a Make-Whole Fundamental Change or Optional Redemption, any Rights Distribution Period, Non-Cash Distribution Period, Forward Spin-Off
Valuation Period, Reverse Spin-Off Valuation Period, Tender Offer Valuation Period, Share Election Merger Valuation Period or Reverse
Split-Off Valuation Period), the Company’s Board of Directors shall make appropriate adjustments to each to account for any
adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend
Date, Split/Combination Effective Date or expiration date of the event occurs, at any time during the period when the Last Reported
Sale Prices, the Daily VWAPs, the Daily Exchange Values or the Daily Settlement Amounts are to be calculated. In addition, if the
Reference Entity (or any of its Subsidiaries, as applicable) executes or consummates a series of two or more of the transactions
described in clauses (a) through (f) of Section 14.04 that require or may require an adjustment to the Exchange
Rate (or the conversion rate, as the case may be), and a subsequent such transaction is executed or consummated prior to the completion
of any period (including, without limitation, any Rights Distribution Period, Non-Cash Distribution Period, Forward Spin-Off Valuation
Period, Reverse Spin-Off Valuation Period, Tender Offer Valuation Period, Share Election Merger Valuation Period or Reverse Split-Off
Valuation Period) during which inputs to one or more of the formulas in such clauses (a) through (f) of Section 14.04
for a prior such transaction are being measured or determined, the Company’s Board of Directors shall make appropriate adjustments
to the Exchange Rate or the conversion rate, as the case may be, to account for the aggregate economic effect of each transaction
in such series determined by reference to the relevant formulas in such clauses (a) through (f) of Section 14.04.
Furthermore, in making any adjustment to the Exchange Rate (or the conversion rate, as the case may be) in respect of any transaction
or event described in clauses (a) through (f) of Section 14.04, the Company’s Board of Directors shall make
appropriate adjustments, taking into account the economic effect of such transaction or event, such that the relevant adjustment
shall be made without duplication of any other adjustment to the Exchange Rate (or the conversion rate, as the case may be) pursuant
to such clauses (a) through (f) of Section 14.04.


 


Section 14.06. Shares to Be Fully
Paid. The Reference Entity 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 exchange of the Notes from time to time as such Notes are presented
for exchange (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that at the time
of computation of such number of shares, all such Notes would be exchanged by a single Holder and that Physical Settlement were
applicable).


 






    104


     


    

 



 


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


 


(a)      In
the case of:


 


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


 


(ii)      any
consolidation, merger or combination involving the Reference Entity,


 


(iii)     any
sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Reference Entity and
the Reference Entity’s Subsidiaries or


 


(iv)     any
statutory share exchange,


 


in each case, as a result of which the Common Stock would be
converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof),
other than any transaction that constitutes a Spin-Off, a Split-Off or a Share Election Merger (any such event, a “Merger
Event”), then, at and after the effective time of such Merger Event, the right to exchange each $1,000 principal amount
of Notes shall be changed into a right to convert or exchange such principal amount of Notes into or for, respectively, 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 Exchange 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, and the Reference Entity shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing
for such change in the right to exchange 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 or exchange of Notes in accordance with Section 14.02 and (B) (I) any
amount payable in cash upon conversion or exchange of the Notes in accordance with Section 14.02 shall continue to be payable
in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion or exchange
of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that
a holder of that number of 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. For
the avoidance of doubt, as of the Supplemental Indenture Effective Date, (x) the Reference Property for all purposes hereunder
shall be Common Stock and (y) the unit of Reference Property for all purposes hereunder shall be one share of Common Stock,
in each case, subject to further modification pursuant to Section 11.05, Section 14.04 and this Section 14.07.


 






    105


     


    

 


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, or for which
the Notes will be exchangeable, 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 exchanges for which the relevant Exchange Date occurs after the effective date of such Merger Event (A) the
consideration due upon exchange of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Exchange
Rate in effect on the Exchange Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied
by the price paid per share of Common Stock in such Merger Event and (B) the Company shall satisfy the Exchange Obligation
by paying cash to exchanging Holders no later than the third Business Day immediately following the relevant Exchange Date. The
Company shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) of such weighted average as soon as
practicable after such determination is made.


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as possible to the adjustments provided for in this Article 14. If, in the case of any Merger Event, the Reference Property
includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other
than the Reference Entity or 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 Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing,
including the provisions providing for the repurchase rights set forth in Article 15.


 


(b)     When
the Company and the Reference Entity execute a supplemental indenture pursuant to Section 14.07(a), 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 deliver notice thereof to all Holders.
The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.


 


(c)      Neither
the Company nor the Reference Entity shall consummate any Merger Event unless the consummation of such Merger Event occurs in accordance
with this Section 14.07. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes
for cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01
and Section 14.02 prior to the effective date of such Merger Event.


 


(d)     The
above provisions of this Section 14.07 shall similarly apply to successive Merger Events.


 






    106


     


    

 


Section 14.08. Certain Covenants.
(a) Each of the Company and the Reference Entity covenants that all shares of Common Stock issued and delivered upon exchange
of Notes will be fully paid and non-assessable by the Reference Entity and free from all documentary, stamp or similar issue or
transfer taxes, liens and charges with respect to the issue thereof.


 


(b)     Each
of the Company and the Reference Entity covenants that, if any shares of Common Stock to be provided for the purpose of exchange
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 delivered upon exchange, the Reference Entity will, to the extent then permitted by the rules and
interpretations of the Commission, secure such registration or approval, as the case may be.


 


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


 


Section 14.09. Responsibility of
Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to
determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any
increase) of the Exchange 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 Exchange 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 exchange of any Note;
and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange
Agent shall be responsible for any failure of the Company or Reference Entity 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 exchange
or to comply with any of the duties, responsibilities or covenants of the Company or Reference Entity contained in this Article.
Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility
to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07
relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon
the exchange of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive
evidence of the correctness of any such provisions, and shall be protected in relying upon, the 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has
occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee
and the Exchange Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of
such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver
such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as
shall be provided for in Section 14.01(b).


 






    107


     


    

 


Section 14.10. Notice to Holders
Prior to Certain Actions. In case of any:


 


(a)      action
by the Company, the Reference Entity or one of their respective Subsidiaries that would require an adjustment in the Exchange Rate
pursuant to Section 14.04 or Section 14.11;


 


(b)     Merger
Event; or


 


(c)      voluntary
or involuntary dissolution, liquidation or winding-up of the Company, the Reference Entity or any of their respective Subsidiaries;


 


then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Exchange
Agent (if other than the Trustee) and to be delivered to each Holder, 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, the Reference Entity or one of their respective 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,
the Reference Entity or one of their respective 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, the Reference Entity or one of their respective Subsidiaries, Merger Event, dissolution, liquidation or
winding-up.


 


Section 14.11. Stockholder Rights
Plans. If the Reference Entity has a stockholder rights or similar plan in effect upon exchange of the Notes, each share of
Common Stock, if any, issued upon such exchange shall be entitled to receive the appropriate number of rights, if any, and the
certificates representing the Common Stock issued upon such exchange shall bear such legends, if any, in each case as may be provided
by the terms of any such stockholder rights or similar plan, as the same may be amended from time to time. However, if, prior to
any exchange of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable
stockholder rights or similar plan, the Exchange Rate shall be adjusted at the time of separation as if the Reference Entity distributed,
to all or substantially all holders of the Common Stock, Distributed Property as provided in Section 14.04(c), subject to
readjustment in the event of the expiration, termination or redemption of such rights.


 






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Section 14.12. Shareholder Approval.
Each of the Company and the Reference Entity agree that neither the Company nor the Reference Entity shall take any action, nor
permit any event or transaction within its control to occur, that results in the Notes becoming convertible into, or exchangeable
for (calculated, in each case, assuming a single Holder converted or exchanged, as the case may be, all of the outstanding Notes,
Physical Settlement were applicable to such conversion or exchange and based on the Maximum Exchange Rate) a number of shares of
the Common Stock in excess of any limitations imposed by any shareholder approval and related listing standards of The NASDAQ Global
Select Market and any exchange on which the Common Stock is then listed, unless such action, event or transaction is conditioned
on obtaining any required shareholder approval pursuant to the relevant listing standards of The NASDAQ Global Select Market or
such exchange.


 


Article 15

Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.


 


Section 15.02. Repurchase at Option
of Holders Upon a Fundamental Change. (a)  If a Fundamental Change occurs at any time, 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 (subject in all cases to the Representations of Purchasers), on the date
(the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or
more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase
Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after
a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the
Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and
the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this
Article 15.


 


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


 


(i)       delivery
to the Paying Agent on behalf of 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


 


(ii)      delivery
of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase
Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, 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.


 






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


 


(i)       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 (subject in all
cases to the Representations of Purchasers); and


 


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


 


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


 


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


 


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


 


(c)     On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change (or, in the case of a Fundamental
Change pursuant to a Tax Extinguishment Event described in clause (a) of the definition thereof, on or before the fifth Business
Day after the occurrence of the effective date of such 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. Each
Fundamental Change Company Notice shall specify:


 


(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 15;


 






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(iv)     the
Fundamental Change Repurchase Price;


 


(v)      the
Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 15.03. Withdrawal of Fundamental
Change Repurchase Notice. (a)  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 15.03
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,


 






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(ii)      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 (subject in all cases to the Representations of Purchasers);


 


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


 


Section 15.04. Deposit of Fundamental
Change Repurchase Price. (a)  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 4.04) 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 15.02)
and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the
Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders
of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the
Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee
shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental
Change Repurchase Price.


 


(b)     If
by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Company has deposited with the Trustee (or
other Paying Agent appointed by the Company) 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, (i) such Notes will cease to be outstanding, (ii) 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 (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive
the Fundamental Change Repurchase Price and, if the Fundamental Change Repurchase Price is equal to 100% of the principal amount
of Notes to be repurchased, any accrued and unpaid interest).


 


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


 






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Section 15.05. Covenant to Comply
with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase 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 that may then
be applicable;


 


(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 15 to be exercised in the time and in the manner specified in this Article 15.


 


Article 16

Optional Redemption


 


Section 16.01. Optional Redemption.
No sinking fund is provided for the Notes. The Company may redeem, at its option (an “Optional Redemption”),
for cash all, but not less than all, of the Notes, at the Redemption Price, if at any time following the Issue Date the Reference
Entity publicly announces that it intends to consummate a Reverse Spin-Off, Reverse Split-Off or Share Election Merger that, if
consummated, would or would reasonably be expected to constitute a Fundamental Change or Make-Whole Fundamental Change; provided,
however, that the Company may not redeem any Notes unless (1) an effective registration statement is available for
the resale of shares of the Common Stock, if any, issuable upon exchange of the Notes in connection with any such Optional Redemption,
or (2) the Company elects Cash Settlement in respect of any exchanges of the Notes in connection with any such Optional Redemption.


 


Section 16.02. Notice of Optional
Redemption. (a)  In case the Company exercises its right to redeem all of the Notes pursuant to Section 16.01, it
shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the
Trustee not less than 50 Scheduled Trading Days prior to the Redemption Date (or such shorter period of time as may be acceptable
to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice
of such Optional Redemption (a “Redemption Notice”) not less than 45 nor more than 75 Scheduled Trading Days
prior to the Redemption Date to each Holder of Notes; provided, however, that, if the Company shall give such notice,
it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day, and the Company
may not specify a Redemption Date that falls on or after the 42nd Scheduled Trading Day immediately preceding the Maturity Date.


 


(b)     The
Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption
Notice to Holders shall not affect the validity of the Optional Redemption .


 






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(c)      Each
Redemption Notice shall specify:


 


(i)       the
Redemption Date;


 


(ii)      the
Redemption Price;


 


(iii)     that
on the Redemption Date, the Redemption Price will become due and payable upon each Note, and that interest thereon, if any, shall
cease to accrue on and after the Redemption Date;


 


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


 


(v)      that
Holders may surrender their Notes for exchange at any time prior to the close of business on the Scheduled Trading Day immediately
preceding the Redemption Date;


 


(vi)     the
procedures an exchanging Holder must follow to exchange its Notes and the Settlement Method and Specified Dollar Amount, if applicable;


 


(vii)    the
Exchange Rate and, if applicable, the number of Additional Shares added to the Exchange Rate in accordance with Section 14.03;
and


 


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


 


A Redemption Notice shall be irrevocable.


 


Section 16.03. Payment of Notes
Called for Redemption. (a)  If any Redemption Notice has been given in respect of the Notes in accordance with Section 16.02,
the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the
applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice,
the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.


 


(b)     Prior
to 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or
a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05 an
amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of
all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes
to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon
written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


Section 16.04. Restrictions on Redemption.
The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the
terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of
an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).


 






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Article 17

Miscellaneous Provisions


 


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


 


Section 17.02. Official Acts by
Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed
by any board, committee or Officer of the Company or the Reference Entity, as the case may be, 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 or the Reference Entity, as applicable.


 


Section 17.03. Addresses for Notices,
Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders on the Company or the Reference Entity, as the case may be, shall be deemed to have been sufficiently given
or made, for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company or the Reference Entity, as the case may be, with the Trustee)
to (x) in the case of the Company, IAC FinanceCo, Inc., 555
West 18th Street, New York, New York 10011,8750
North Central Expressway, Suite 1400, Dallas, TX 75231, Attention: General
Counsel and (y) in the case of the Reference Entity, IAC/InterActiveCorp, 555 West
18th Street, New York, New York 10011,Match
Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, TX 75231, Attention: General Counsel.
Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter
box addressed to the Corporate Trust Office.


 


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


 


Any notice or communication delivered or
to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it
appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication
delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the
Depositary and shall be sufficiently given to it if so delivered within the time prescribed.


 


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


 






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


 


Section 17.04. Governing Law; Jurisdiction.
THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE,
THE GUARANTEE 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).


 


Each of Company and the Reference Entity
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 the Company or the Reference Entity with respect to obligations, liabilities or any other matter
arising out of or in connection with this Indenture, the Guarantee 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.


 


Each of the Company and the Reference Entity
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 this Indenture,
the Guarantee or the Notes 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 17.05. Evidence of Compliance
with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or
the Reference Entity to the Trustee to take any action under any of the provisions of this Indenture, the Company or the Reference
Entity, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate stating that such
action is permitted by the terms of this Indenture.


 


Each Officers’ Certificate provided
for, by or on behalf of the Company or the Reference Entity in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement
that the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as
to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a
statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement
as to whether or not, in the judgment of such person, such action is permitted by this Indenture.


 






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Notwithstanding anything to the contrary
in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee, the Company or Reference Entity hereunder, the Trustee shall
be entitled to, or entitled to request, such Opinion of Counsel.


 


Section 17.06. Legal Holidays.
In any case where any Interest Payment Date, any Fundamental Change Repurchase Date, any Redemption Date or the Maturity Date is
not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding
Business Day with the same force and effect as if taken on such date, and no interest on such payment shall accrue in respect of
the delay.


 


Section 17.07. No Security Interest
Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest
under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 17.08. Benefits of Indenture.
Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties
hereto, any Paying Agent, any Exchange Agent, any authenticating agent, any Note Registrar and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 17.09. Table of Contents,
Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.


 


Section 17.10. Authenticating Agent.
The Trustee may appoint an authenticating agent acceptable to the Company that shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and
exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04
and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by
this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee”
and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at
all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.08.


 






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Any corporation or other entity into which
any authenticating agent may be merged or exchanged or with which it may be consolidated, or any corporation or other entity resulting
from any merger, consolidation or exchange to which any authenticating agent shall be a party, or any corporation or other entity
succeeding to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder,
if such successor corporation or other entity is otherwise eligible under this Section 17.10, without the execution or filing
of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or
other entity.


 


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


 


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


 


The provisions of Section 7.02, Section 7.03,
Section 7.04, Section 8.03 and this Section 17.10 shall be applicable to any authenticating agent.


 


If an authenticating agent is appointed
pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


__________________________,

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

in the within-named Indenture.


 


By: ____________________

Authorized Officer


 


Section 17.11. Execution in Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or
PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in
lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed
to be their original signatures for all purposes.


 


Section 17.12. Severability.
In the event any provision of this Indenture, in the Notes or in the Guarantee shall be invalid, illegal or unenforceable, then
(to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired.


 






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Section 17.13. Waiver of Jury Trial.
EACH OF THE COMPANY, THE REFERENCE ENTITY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEE AND
THE NOTES.


 


Section 17.14. Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Section 17.15. 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 Exchange Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Exchange 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
Exchange Agent, and each of the Trustee and Exchange 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 17.16. 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 this 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]


 






    119


     


    

 


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


 


	 	IAC FINANCECO, INC., as Company
	 	 
	 	 
	 	By:	 
	 	 	Name: 	Glenn Schiffman 
	 	 	Title: 	President
	 	 	 
	 	 	 
	 	
        

        IAC/INTERACTIVECORP,
as Reference Entity

	 	 
	 	 
	 	By:	        
	 	 	Name: 	Glenn Schiffman 
	 	 	Title: 	Executive Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    [Signature Page to the Indenture]


     


    




EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND ON ALL NOTES]


 


[THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
U.S. STATE OR FOREIGN SECURITIES LAWS AND IAC FINANCECO, INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). INTERESTS
IN THIS NOTE MAY BE OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO “QUALIFIED INSTITUTIONAL BUYERS”
AS DEFINED IN RULE 144A OF THE SECURITIES ACT THAT ARE “QUALIFIED PURCHASERS” FOR PURPOSES OF SECTION 3(c)(7) OF
THE INVESTMENT COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF AN INTEREST IN THIS NOTE AND EACH SUBSEQUENT HOLDER OF AN INTEREST
IN THIS NOTE IS REQUIRED TO NOTIFY ANY PURCHASER OF AN INTEREST IN THIS NOTE OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED
TO HAVE MADE THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH UNDER “NOTICE TO INVESTORS; TRANSFER RESTRICTIONS——REPRESENTATIONS
OF PURCHASERS” IN THE OFFERING MEMORANDUM FOR THE NOTES.


 






    A-1


     


    

 


EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES)
OF THE NOTES (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) THE
PURCHASER IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR A BENEFICIAL OWNER FOR WHICH SUCH PERSON IS ACTING AS FIDUCIARY OR
AGENT WITH COMPLETE INVESTMENT DISCRETION AND WITH AUTHORITY TO BIND SUCH OTHER PERSON (THE PURCHASER, AND EACH SUCH BENEFICIAL
OWNER, COLLECTIVELY, THE “PURCHASER”), AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) THE
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY
U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION. NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
THE NOTES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO INVESTORS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51)
OF THE INVESTMENT COMPANY ACT); (3) THE PURCHASER IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER. THE PURCHASER
IS AWARE (AND ANY OTHER PERSON FOR WHICH SUCH PURCHASER IS PURCHASING IS AWARE) THAT ANY SALE OF THE NOTES TO IT WILL BE MADE IN
RELIANCE ON RULE 144A AND SUCH ACQUISITION WILL BE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER
AND QUALIFIED PURCHASER THAT IS ALSO AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON RULE 144A; (4) THE PURCHASER IS
NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS UNAFFILIATED
WITH SUCH BROKER-DEALER; (5) THE PURCHASER IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN, OR A TRUST
HOLDING THE ASSETS OF SUCH A PLAN, UNLESS THE INVESTMENT DECISIONS WITH RESPECT TO SUCH PLAN ARE MADE SOLELY BY THE FIDUCIARY,
TRUSTEE OR SPONSOR OF SUCH PLAN; (6) THE PURCHASER AND EACH ACCOUNT FOR WHICH IT IS PURCHASING OR OTHERWISE ACQUIRING THE
NOTES (OR BENEFICIAL INTERESTS THEREIN), WILL PURCHASE, HOLD OR TRANSFER AT LEAST $250,000 OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN); (7) THE PURCHASER WAS NOT FORMED, REFORMED OR RECAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE NOTES AND/OR
OTHER SECURITIES OF THE COMPANY (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS); (8) IF THE PURCHASER IS AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT COMPANY ACT PURSUANT
TO SECTION 3(C)(1) OR SECTION 3(C)(7) THEREOF AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED
THE CONSENT OF ITS BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS
A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(A)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED
THEREUNDER; (9) THE PURCHASER IS NOT A PARTNERSHIP; COMMON TRUST FUND; OR CORPORATION, SPECIAL TRUST, PENSION FUND OR RETIREMENT
PLAN, OR OTHER ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY
OWNERS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENT TO BE MADE, OR THE ALLOCATION THEREOF, UNLESS ALL
SUCH PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS; (10) THE PURCHASER HAS NOT INVESTED MORE THAN 40% OF ITS ASSETS IN THE NOTES (OR BENEFICIAL
INTERESTS THEREIN) AND/OR OTHER SECURITIES OF THE COMPANY AFTER GIVING EFFECT TO THE PURCHASE OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN) (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED
PURCHASERS); (11) THE PURCHASER AGREES THAT THE COMPANY SHALL BE ENTITLED TO REQUIRE ANY HOLDER OF THE NOTES (OR A BENEFICIAL INTEREST
THEREIN) THAT IS DETERMINED NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE
OTHER REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH) AT THE TIME OF ACQUISITION OF SUCH NOTES
(OR SUCH BENEFICIAL INTEREST) TO SELL SUCH NOTES (OR SUCH BENEFICIAL INTEREST) IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW;
(12) THE PURCHASER UNDERSTANDS THAT THE COMPANY MAY RECEIVE A LIST OF THE PARTICIPANTS FROM DTC OR ANY OTHER DEPOSITARY HOLDING
BENEFICIAL INTERESTS IN THE NOTES; (13) THE PURCHASER AND EACH PERSON FOR WHICH IT IS ACTING UNDERSTANDS THAT ANY SALE OR TRANSFER
TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH RELATING
TO THE REQUIREMENTS FOR QUALIFIED INSTITUTIONAL BUYERS MAY, AT THE DISCRETION OF THE COMPANY, BE CONSIDERED VOID AND OF NO EFFECT
AND THAT ANY SALE OR TRANSFER TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE
14 OF THIS PARAGRAPH RELATING TO THE REQUIREMENTS FOR QUALIFIED PURCHASERS WILL BE VOID AND OF NO EFFECT; AND (14) THE PURCHASER
AGREES ON ITS OWN BEHALF AND ON BEHALF OF AN INVESTOR ACCOUNT FOR WHICH IT IS PURCHASING THE NOTES, AND EACH SUBSEQUENT HOLDER
OF THE NOTES BY ITS ACCEPTANCE THEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH NOTES ONLY (I) TO AN
INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE
TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL.


 






    A-2


     


    

 


IF ANY PERSON ACQUIRING A NOTE (OR A BENEFICIAL
INTEREST THEREIN) IS NOT A QUALIFIED INSTITUTIONAL BUYER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME
OF ACQUISITION THEREOF, THE COMPANY MAY REGARD THE TRANSACTION AS NULL AND VOID AND OF NO EFFECT. IF ANY PERSON ACQUIRING
A NOTE (OR BENEFICIAL INTEREST THEREIN) IS NOT A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION THEREOF, THE TRANSACTION WILL BE
NULL AND VOICE AND OF NO EFFECT. IF THE PURCHASER OR ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF A NOTE (OR A BENEFICIAL INTEREST
THEREIN) IS DETERMINED NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE OTHER REQUIREMENTS
SET FORTH ABOVE) AT THE TIME IT ACQUIRED SUCH NOTES (OR SUCH BENEFICIAL INTEREST), THE COMPANY MAY COMPEL SUCH PERSON TO SELL
OR TRANSFER, AS APPLICABLE, SUCH NOTES (OR SUCH BENEFICIAL INTEREST) WITHIN 30 DAYS AFTER NOTICE OF THE SALE REQUIREMENT IS GIVEN
TO A PERSON THAT IS (I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER (AND MEETS THE OTHER REQUIREMENTS
SET FORTH HEREIN). IF SUCH HOLDER (OR BENEFICIAL OWNER) FAILS TO EFFECT THE SALE OR TRANSFER, AS APPLICABLE WITHIN SUCH 30-DAY
PERIOD, THE COMPANY HAS THE RIGHT, WITHOUT FURTHER NOTICE TO SUCH HOLDER, TO COMPEL SUCH HOLDER TO SELL SUCH NOTES (OR SUCH BENEFICIAL
INTEREST) TO A PURCHASER SELECTED BY THE COMPANY THAT MEETS THE REQUIREMENTS SET FORTH HEREIN ON SUCH TERMS AS THE COMPANY MAY CHOOSE.
THE COMPANY MAY SELECT THE PURCHASER BY SOLICITING ONE OR MORE BIDS FROM ONE OR MORE BROKERS OR OTHER MARKET PROFESSIONALS
THAT REGULARLY DEAL IN SECURITIES SIMILAR TO THE NOTES, AND SELLING SUCH NOTES TO THE HIGHEST SUCH BIDDER. HOWEVER, THE COMPANY
MAY SELECT A PURCHASER BY ANY OTHER MEANS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION.


 


ANY INFORMATION PROVIDED TO A PURCHASER
OR A PROSPECTIVE TRANSFEREE SHALL BE FOR THE SOLE PURPOSE OF ASSESSING THE INVESTMENT IN THIS NOTE. AS A CONDITION OF ACCESS TO
SUCH INFORMATION, EACH PURCHASER AGREES THAT NEITHER IT NOR ANY PROSPECTIVE TRANSFEREE MAY DISCLOSE ANY SUCH INFORMATION TO
THIRD PARTIES OTHER THAN AS REQUIRED BY APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS, OR USE THE INFORMATION
FOR ANY PURPOSE OTHER THAN INVESTMENT ANALYSIS.]


 






    A-3


     


    

 



 


IAC FinanceCo, Inc.


 





0.875% Exchangeable Senior Note due 2022





 


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




 





CUSIP No. 44931R AA0


 





IAC FinanceCo, 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 may from time to
time be increased or reduced to reflect redemptions, repurchases, cancellations, transfers or exchanges 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 represent the aggregate principal amount of outstanding Notes from time to time endorsed
hereon and shall not, unless permitted by the Indenture, exceed $517,500,000 in aggregate at any time , in accordance with the
rules and procedures of the Depositary, on October 1, 2022, and interest thereon as set forth below.


 





This Note shall bear cash interest at the
rate of 0.875% per year from October 2, 2017, or from the most recent date on which interest had been paid or duly provided
for to, but excluding, the next scheduled Interest Payment Date until October 1, 2022. Interest is payable semi-annually in
arrears on each April 1 and October 1 (including on the Maturity Date), commencing on April 1, 2018 to Holders of
record at the close of business on the preceding March 15 and September 15 (whether or not such day is a Business Day),
respectively. Additional Interest will be payable as set forth in Section 6.03 of the within-mentioned Indenture and the Registration
Rights Agreement, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest
if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 6.03 or the Registration
Rights Agreement, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 





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


 





The Company shall pay the principal of and
interest on this Note, 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
in the contiguous United States for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note
Registrar in respect of the Notes and its agency in Highlands Ranch, Colorado, 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-4


     


    

 





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 exchange this Note for 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 on the one hand, and the Indenture on the other hand, 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 or by facsimile by the Trustee or
a duly authorized authenticating agent under the Indenture.


 





[Remainder of page intentionally
left blank]


 


 






    A-5


     


    

 


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


 








	 	 	IAC FINANCECO, INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


	Dated:	 	 
	 	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 
	 	 	 
	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	as Trustee, certifies that this is one of the Notes described	 	 
	in the within-named Indenture.	 	 
	 	 	 
	By:	                 	 	 
	 	Authorized Officer	 	 






 






    A-6


     


    




 


[FORM OF REVERSE OF NOTE]


 


IAC FinanceCo, Inc.

0.875% Exchangeable Senior Note due 2022


 





This Note is one of a duly authorized issue
of Notes of the Company, designated as its 0.875% Exchangeable Senior Notes due 2022 (the “Notes”), limited
to the aggregate principal amount of $517,500,000, all issued or to be issued under and pursuant to an Indenture dated as of October 2,
2017 (the “Indenture”), among the Company, IAC/InterActiveCorp (the “Reference Entity”)
and Computershare Trust Company, N.A. (the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company, the Reference Entity 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, the Redemption Price on the Redemption 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, the Reference Entity 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.


 





Each Holder shall have the right to receive
payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange 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-8


     


    

 





The Notes are issuable in registered form
without coupons in minimum denominations of $250,000 principal amount and integral multiples of $1,000 principal amount in excess
thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations
provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,
without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any
transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued
upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.


 





The Notes shall be redeemable at the Company’s
option in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the
Notes.


 


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) (subject in all cases to the Representations
of Purchasers) 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
exchange any Notes or portion thereof that is $1,000 or an integral multiple thereof (subject in all cases to the Representations
of Purchasers), for cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Exchange
Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 





In addition to the rights provided to Holders
of Notes under the Indenture, Holders shall have all the rights set forth in the Registration Rights Agreement dated as of October 2,
2017, among the Company, the Reference Entity and the Representatives of the Initial Purchasers named therein.


 


 






    A-9


     


    

 





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-10


     


    

 


NOTATION OF GUARANTEE





 





The Guarantor listed below (hereinafter
referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the
date hereof, among the Guarantor, as Reference Entity, the Company (defined below) and Computershare Trust Company, N.A., as Trustee
(the “Indenture”)), has irrevocably and unconditionally guaranteed the Guarantee Obligations (as defined in
Section 13.01 of the Indenture). The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant
to the Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture and reference is hereby made to
such Indenture for the precise terms of the Guarantee.


 





[Remainder of page intentionally
left blank]


 


















    


     


    

 


IN WITNESS WHEREOF, the Guarantor has caused this instrument
to be duly executed.


 





Dated:





 


	 	 	IAC/INTERACTIVECORP
	 	 	 
	 	 	 
	 	 	By:	                                     
	 	 	 	Name:
	 	 	 	Title:


 






    


     


    

 





SCHEDULE A6


 





SCHEDULE OF EXCHANGES OF NOTES


 





IAC FinanceCo, Inc.

0.875% Exchangeable Senior Notes due 2022


 





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


 


 


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


 





 





 



 6 Include if a global note.


 






    


     


    

 








ATTACHMENT 1


 





[FORM OF NOTICE OF EXCHANGE]


 





	To:	Computershare Trust Company, N.A.
	 	8742 Lucent Boulevard, Suite 225, Highlands
Ranch, Colorado 80129




 


The undersigned registered owner of this
Note hereby exercises the option to exchange this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple
thereof) (subject in all cases to the Representations of Purchasers) below designated, for 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 deliverable upon such exchange, together with any cash for any fractional
share, and any Notes representing any unexchanged 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 exchanged are to
be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue
or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount
required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.


 


	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.


 


 






    


     


    

 


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


Social Security or Other Taxpayer
 Identification Number




 






    


     


    

 


ATTACHMENT 2


 





[FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE]


 





	To:	Computershare Trust Company, N.A.
	 	8742 Lucent Boulevard, Suite 225, Highlands
Ranch, Colorado 80129



 











The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from IAC FinanceCo, 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 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple
thereof) (subject in all cases to the Representations of Purchasers) 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.



 


 






    


     


    

 











EXHIBIT B


 





[FORM OF INVESTOR REPRESENTATION LETTER]


 





IAC FinanceCo, Inc.








555 West 18th Street, New York, New York 10011


 





Computershare Trust Company, N.A., as Trustee








8742 Lucent Boulevard, Suite 225, Highlands
Ranch, Colorado 80129


 





[Name of Purchaser]


 





Ladies and Gentlemen:


  





The undersigned is delivering this letter
to you in connection with the Purchaser’s (as defined below) purchase of the 0.875% Exchangeable Senior Notes due 2022 (the
 “Notes”) of IAC FinanceCo, Inc. (the “Company”), which are being issued pursuant to
an indenture (the “Indenture”), dated as of October 2, 2017, by and among the Company, IAC/InterActiveCorp,
as guarantor and Computershare Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used and not
otherwise defined herein are defined in the Indenture.


 





The undersigned represents warrants and covenants to you as
follows:


 





1.             The
purchaser is purchasing the Notes for its own account or for a beneficial owner for which such Person is acting as fiduciary or
agent with complete investment discretion and with authority to bind such other Person (the purchaser, and each such beneficial
owner, collectively, the “Purchaser”), and not with a view to any public resale or distribution thereof.


 





2.             The
Purchaser understands and acknowledges that the Notes have not been and will not be registered under the Securities Act or any
U.S. state or foreign securities laws and may not be offered, sold or otherwise transferred except pursuant to an exemption from
registration. Notwithstanding the availability of an exemption from the registration requirements under the Securities Act, the
Notes may not be resold or transferred except to investors who are Qualified Institutional Buyers and who are also Qualified Purchasers.


 





3.             The
Purchaser is a Qualified Institutional Buyer and also a Qualified Purchaser. The Purchaser is aware (and any other Person for whom
such Purchaser is purchasing is aware) that any sale of the Notes to it will be made in reliance on Rule 144A and such acquisition
will be for its own account or for the account of another Qualified Institutional Buyer and Qualified Purchaser who is also aware
that the sale to it is being made in reliance on Rule 144A.


 





4.             The
Purchaser is not a broker-dealer which owns and invests on a discretionary basis less than $25,000,000 in securities of issuers
unaffiliated with such broker-dealer.


 






    B-1


     


    

 





5.             The
Purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets of such a plan,
unless the investment decisions with respect to such plan are made solely by the fiduciary, trustee or sponsor of such plan.


 





6.             The
Purchaser and each account for which it is purchasing or otherwise acquiring the Notes (or beneficial interests therein), will
purchase, hold or transfer at least $250,000 of the Notes (or beneficial interests therein).


 


7.            The
Purchaser was not formed, reformed or recapitalized for the specific purpose of investing in the Notes and/or other securities
of the Company (unless all of the beneficial owners of such Purchaser’s securities are both Qualified Institutional Buyers
and Qualified Purchasers).


 





8.             If
the Purchaser is an investment company excepted from the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof
and was formed on or before April 30, 1996, it has received the consent of its beneficial owners who acquired their interests
on or before April 30, 1996, with respect to its treatment as a Qualified Purchaser in the manner required by Section 2(a)(51)(C) of
the Investment Company Act and the rules promulgated thereunder.


 





9.             The
Purchaser is not a partnership; common trust fund; or corporation, special trust, pension fund or retirement plan, or other entity,
in which the partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be,
may designate the particular investment to be made, or the allocation thereof, unless all such partners, beneficiaries, beneficial
owners, participants, shareholders or other equity owners are both Qualified Institutional Buyers and Qualified Purchasers.


 


10.           The
Purchaser has not invested more than 40% of its assets in the Notes (or beneficial interests therein) and/or other securities of
the Company after giving effect to the purchase of the Notes (or beneficial interests therein) (unless all of the beneficial owners
of such Purchaser’s securities are both Qualified Institutional Buyers and Qualified Purchasers).


 





11.           The
Purchaser agrees that the Company shall be entitled to require any Holder of the Notes (or a beneficial interest therein) that
is determined not to have been both a Qualified Institutional Buyer and a Qualified Purchaser (and to have met the other requirements
set forth in paragraphs 1 through 12 and paragraph 14 of this Investor Representation Letter) at the time of acquisition of such
Notes (or such beneficial interest) to sell such Notes (or such beneficial interest) in accordance with the provisions described
in the third paragraph of the legend below.


 





12.           The
Purchaser understands that the Company may receive a list of participants holding positions in the Notes from the Depositary or
any other depositary holding beneficial interests in the Notes.


 





13.            The
Purchaser and each person for which it is acting understands that any sale or transfer to a Person that does not comply with the
requirements set forth in paragraphs 1 through 12 and paragraph 14 of this Investor Representation Letter relating to the requirements
for Qualified Institutional Buyers may, at the Company’s discretion, be considered void and of no effect and that any sale
or transfer to a Person that does not comply with the requirements set forth in paragraphs 1 through 12 and paragraph 14 of this
Investor Representation Letter relating to the requirements for Qualified Purchasers will be void and of not effect.


 






    B-2


     


    




 


14.            The
Purchaser agrees on its own behalf and on behalf of any investor account for which it is purchasing the Notes, and each subsequent
Holder of the Notes by its acceptance thereof will agree, to offer, reoffer, sell or otherwise transfer such Notes only (i) to
an investor who is both a Qualified Institutional Buyer and a Qualified Purchaser, and (ii) in accordance with all applicable
securities laws of the United States, any state of the United States and any other applicable jurisdiction, subject in each case
to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times
within its or their control. Such Purchaser acknowledges that the Global Notes and any Physical Notes will bear a legend substantially
to the following effect:


 





THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY U.S. STATE OR
FOREIGN SECURITIES LAWS AND IAC FINANCECO, INC. (THE “COMPANY”) HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). INTERESTS IN THIS NOTE MAY BE
OFFERED, REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE
144A OF THE SECURITIES ACT THAT ARE “QUALIFIED PURCHASERS” FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT
COMPANY ACT, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF AN INTEREST IN THIS NOTE AND EACH SUBSEQUENT HOLDER OF AN INTEREST IN THIS NOTE
IS REQUIRED TO NOTIFY ANY PURCHASER OF AN INTEREST IN THIS NOTE OF THE ABOVE TRANSFER RESTRICTIONS AND WILL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH UNDER “NOTICE TO INVESTORS; TRANSFER RESTRICTIONS——REPRESENTATIONS
OF PURCHASERS” IN THE OFFERING MEMORANDUM FOR THE NOTES.


 






    B-3


     


    

 





EACH PURCHASER (INCLUDING SUBSEQUENT TRANSFEREES)
OF THE NOTES (OR A BENEFICIAL INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED, ACKNOWLEDGED AND AGREED THAT: (1) THE
PURCHASER IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR A BENEFICIAL OWNER FOR WHICH SUCH PERSON IS ACTING AS FIDUCIARY OR
AGENT WITH COMPLETE INVESTMENT DISCRETION AND WITH AUTHORITY TO BIND SUCH OTHER PERSON (THE PURCHASER, AND EACH SUCH BENEFICIAL
OWNER, COLLECTIVELY, THE “PURCHASER”), AND NOT WITH A VIEW TO ANY PUBLIC RESALE OR DISTRIBUTION THEREOF; (2) THE
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY
U.S. STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION. NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
THE NOTES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT TO INVESTORS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51)
OF THE INVESTMENT COMPANY ACT); (3) THE PURCHASER IS A QUALIFIED INSTITUTIONAL BUYER AND ALSO A QUALIFIED PURCHASER. THE PURCHASER
IS AWARE (AND ANY OTHER PERSON FOR WHICH SUCH PURCHASER IS PURCHASING IS AWARE) THAT ANY SALE OF THE NOTES TO IT WILL BE MADE IN
RELIANCE ON RULE 144A AND SUCH ACQUISITION WILL BE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER
AND QUALIFIED PURCHASER THAT IS ALSO AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON RULE 144A; (4) THE PURCHASER IS
NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS UNAFFILIATED
WITH SUCH BROKER-DEALER; (5) THE PURCHASER IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN, OR A TRUST
HOLDING THE ASSETS OF SUCH A PLAN, UNLESS THE INVESTMENT DECISIONS WITH RESPECT TO SUCH PLAN ARE MADE SOLELY BY THE FIDUCIARY,
TRUSTEE OR SPONSOR OF SUCH PLAN; (6) THE PURCHASER AND EACH ACCOUNT FOR WHICH IT IS PURCHASING OR OTHERWISE ACQUIRING THE
NOTES (OR BENEFICIAL INTERESTS THEREIN), WILL PURCHASE, HOLD OR TRANSFER AT LEAST $250,000 OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN); (7) THE PURCHASER WAS NOT FORMED, REFORMED OR RECAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE NOTES AND/OR
OTHER SECURITIES OF THE COMPANY (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS); (8) IF THE PURCHASER IS AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT COMPANY ACT PURSUANT
TO SECTION 3(C)(1) OR SECTION 3(C)(7) THEREOF AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED
THE CONSENT OF ITS BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS
A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(A)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED
THEREUNDER; (9) THE PURCHASER IS NOT A PARTNERSHIP; COMMON TRUST FUND; OR CORPORATION, SPECIAL TRUST, PENSION FUND OR RETIREMENT
PLAN, OR OTHER ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY
OWNERS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENT TO BE MADE, OR THE ALLOCATION THEREOF, UNLESS ALL
SUCH PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS ARE BOTH QUALIFIED INSTITUTIONAL
BUYERS AND QUALIFIED PURCHASERS; (10) THE PURCHASER HAS NOT INVESTED MORE THAN 40% OF ITS ASSETS IN THE NOTES (OR BENEFICIAL
INTERESTS THEREIN) AND/OR OTHER SECURITIES OF THE COMPANY AFTER GIVING EFFECT TO THE PURCHASE OF THE NOTES (OR BENEFICIAL INTERESTS
THEREIN) (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED
PURCHASERS); (11) THE PURCHASER AGREES THAT THE COMPANY SHALL BE ENTITLED TO REQUIRE ANY HOLDER OF THE NOTES (OR A BENEFICIAL INTEREST
THEREIN) THAT IS DETERMINED NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE
OTHER REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH) AT THE TIME OF ACQUISITION OF SUCH NOTES
(OR SUCH BENEFICIAL INTEREST) TO SELL SUCH NOTES (OR SUCH BENEFICIAL INTEREST) IN ACCORDANCE WITH THE PROVISIONS DESCRIBED BELOW;
(12) THE PURCHASER UNDERSTANDS THAT THE COMPANY MAY RECEIVE A LIST OF THE PARTICIPANTS FROM DTC OR ANY OTHER DEPOSITARY HOLDING
BENEFICIAL INTERESTS IN THE NOTES; (13) THE PURCHASER AND EACH PERSON FOR WHICH IT IS ACTING UNDERSTANDS THAT ANY SALE OR TRANSFER
TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE 14 OF THIS PARAGRAPH RELATING
TO THE REQUIREMENTS FOR QUALIFIED INSTITUTIONAL BUYERS MAY, AT THE DISCRETION OF THE COMPANY, BE CONSIDERED VOID AND OF NO EFFECT
AND THAT ANY SALE OR TRANSFER TO A PERSON THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN CLAUSES 1 THROUGH 12 AND CLAUSE
14 OF THIS PARAGRAPH RELATING TO THE REQUIREMENTS FOR QUALIFIED PURCHASERS WILL BE VOID AND OF NO EFFECT; AND (14) THE PURCHASER
AGREES ON ITS OWN BEHALF AND ON BEHALF OF AN INVESTOR ACCOUNT FOR WHICH IT IS PURCHASING THE NOTES, AND EACH SUBSEQUENT HOLDER
OF THE NOTES BY ITS ACCEPTANCE THEREOF WILL AGREE, TO OFFER, REOFFER, SELL OR OTHERWISE TRANSFER SUCH NOTES ONLY (I) TO AN
INVESTOR WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES, ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, SUBJECT IN EACH CASE
TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL.


 






    B-4


     


    

 








IF ANY PERSON ACQUIRING A NOTE (OR A BENEFICIAL
INTEREST THEREIN) IS NOT A QUALIFIED INSTITUTIONAL BUYER (OR FAILS TO MEET THE OTHER REQUIREMENTS SET FORTH HEREIN) AT THE TIME
OF ACQUISITION THEREOF, THE COMPANY MAY REGARD THE TRANSACTION AS NULL AND VOID AND OF NO EFFECT. IF ANY PERSON ACQUIRING
A NOTE (OR A BENEFICIAL INTEREST THEREIN) IS NOT A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION THEREOF, THE TRANSACTION WILL
BE NULL AND VOID AND OF NO EFFECT. IF THE PURCHASER OR ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF A NOTE (OR A BENEFICIAL INTEREST
THEREIN) IS DETERMINED NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER (AND TO HAVE MET THE OTHER REQUIREMENTS
SET FORTH ABOVE) AT THE TIME IT ACQUIRED SUCH NOTES (OR SUCH BENEFICIAL INTEREST), THE COMPANY MAY COMPEL SUCH PERSON TO SELL
OR TRANSFER, AS APPLICABLE, SUCH NOTES (OR SUCH BENEFICIAL INTEREST) WITHIN 30 DAYS AFTER NOTICE OF THE SALE REQUIREMENT IS GIVEN
TO A PERSON THAT IS (I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER (AND MEETS THE OTHER REQUIREMENTS
SET FORTH HEREIN). IF SUCH HOLDER (OR BENEFICIAL OWNER) FAILS TO EFFECT THE SALE OR TRANSFER, AS APPLICABLE, WITHIN SUCH 30-DAY
PERIOD, THE COMPANY HAS THE RIGHT, WITHOUT FURTHER NOTICE TO SUCH HOLDER, TO COMPEL SUCH HOLDER TO SELL OR TRANSFER, AS APPLICABLE,
SUCH NOTES (OR SUCH BENEFICIAL INTEREST) TO A PURCHASER SELECTED BY THE COMPANY THAT MEETS THE REQUIREMENTS SET FORTH HEREIN ON
SUCH TERMS AS THE COMPANY MAY CHOOSE. THE COMPANY MAY SELECT THE PURCHASER BY SOLICITING ONE OR MORE BIDS FROM ONE OR
MORE BROKERS OR OTHER MARKET PROFESSIONALS THAT REGULARLY DEAL IN SECURITIES SIMILAR TO THE NOTES, AND SELLING SUCH NOTES TO THE
HIGHEST SUCH BIDDER. HOWEVER, THE COMPANY MAY SELECT A PURCHASER BY ANY OTHER MEANS DETERMINED BY THE COMPANY IN ITS SOLE
DISCRETION.


 






    B-5


     


    




 


ANY INFORMATION PROVIDED TO A PURCHASER
OR A PROSPECTIVE TRANSFEREE SHALL BE FOR THE SOLE PURPOSE OF ASSESSING THE INVESTMENT IN THIS NOTE. AS A CONDITION OF ACCESS TO
SUCH INFORMATION, EACH PURCHASER AGREES THAT NEITHER IT NOR ANY PROSPECTIVE TRANSFEREE MAY DISCLOSE ANY SUCH INFORMATION TO
THIRD PARTIES OTHER THAN AS REQUIRED BY APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS, OR USE THE INFORMATION
FOR ANY PURPOSE OTHER THAN INVESTMENT ANALYSIS.


 





15.            The
Purchaser has had access to such financial and other information concerning the Company and the Notes as it has deemed necessary
in connection with its decision to purchase the Notes. The Purchaser (i) has been given the opportunity to ask questions of
and receive answers from the Company concerning the terms and conditions of the offering and other matters pertaining to an investment
in the Notes, (ii) has been given the opportunity to request and review such additional information necessary to evaluate
the merits and risks of a purchase of the Notes and to verify the accuracy of or to supplement the information contained in the
Offering Memorandum to the extent the Company possesses such information and (iii) has received all documents and information
reasonably necessary to make an investment decision, subject to contractual restrictions on the Company’s ability to disclose
confidential information. The Purchaser understands the terms, conditions and risks of the Notes and that the Notes involve a high
degree of risk as described in the Offering Memorandum, including possible loss of the Purchaser’s entire investment. The
Purchaser has not relied upon any advice or recommendation of the Company, the Reference Entity, any Initial Purchaser or any of
their respective Subsidiaries or Affiliates, and is making its own investment decision based upon its own judgment and upon the
advice of such professional advisors, either employed or independently retained by the Purchaser, as it has deemed necessary to
consult. It has not relied on any other version of the Offering Memorandum other than, or any information other than information
contained in, the final versions thereof in making its investment decision with respect to the Notes. The Purchaser acknowledges
that no Person has been authorized to give any information or to make any representations concerning the Company or the Notes other
than those contained in the Offering Memorandum and, if given or made, such other information or representations have not been
relied upon. The Purchaser acknowledges that it has reviewed the Offering Memorandum, including the “Risk Factors”
and the legends contained in the Offering Memorandum.


 






    B-6


     


    

 





Investors are strongly urged to have these
representations and agreements reviewed by their counsel prior to making any decision to invest in the Notes.


 





This Investor Representation Letter shall
be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts or
choice of laws.


 





	 	Dated:	 	 
	 	 
	 	Very truly yours,
	 	 	 	 
	(Purchaser)



 


	 	By:	                                         	      
	 	 	Name:
	 	 	Title:



 


	 	Telephone:	 	 
	 	
	 	Address:




 


 






    B-7


     


    

 





EXHIBIT C


 





[FORM OF
DTC IMPORTANT NOTICE]


  





The
Depository Trust Company


 





IMPORTANT


 





	B#:	[●]



 





	DATE:	[●]



 





	TO:	ALL PARTICIPANTS



 





	FROM:		, underwriting department



 





	ATTENTION:	Managing Partner/Officer; Cashier, Operations, Data Processing and Underwriting Managers



 





		SUBJECT:	Section 3(c)(7) under the Investment Company Act of 1940, as amended, restrictions for
owners of IAC FinanceCo, Inc. 0.875% Exchangeable Senior Notes due 2022.



 





		(A)	CUSIP Number 44931R AA0





 





		(B)	Security Description IAC FinanceCo, Inc. 0.875%
Exchangeable Senior Notes due 2022





 





		(C)	Offer Amount $517,500,000





 





		(D)	Initial Purchasers J.P. Morgan Securities LLC, Goldman
Sachs & Co. LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Guggenheim Securities, LLC, PNC Capital Markets LLC, SG Americas Securities, LLC, Fifth Third Securities, Inc.
and HSBC Securities (USA) Inc.








 


		(E)	Paying Agent Computershare Trust Company, N.A.





 





		(F)	Closing Date October 2, 2017





 





Special Instructions: See attached Important
Instructions from the Company.


 


 



    C-1


     


    










 


IAC
FINANCECO, INC.


 








The
Depository Trust Company

IMPORTANT NOTICE


 





		DATE:	[●]



 





		TO:	ALL PARTICIPANTS






 


		FROM:	IAC FINANCECO, INC. (the “Company”)



 


		SUBJECT:	Section 3(c)(7) restrictions



 





		Re:	0.875% Exchangeable Senior Notes due 2022 (the “Securities”).



 





The Company and the Initial Purchasers referred
to above are putting Participants of The Depository Trust Company (“DTC”) on notice that they are required to
follow these purchase and transfer restrictions with regard to the above-referenced Securities.


 





In order to qualify for the exemption provided
by Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
and the exemption provided by Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), offers, sales and resales of the above-referenced Securities may only be made in minimum
denominations of $250,000 to “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A
that are also “qualified purchasers” (“QPs”) within the meaning of the Investment Company Act. Each
purchaser of Securities (I) represents to and agrees with the Company and the Initial Purchasers that (i) the purchaser
is a QIB that is also a QP; (ii) the purchaser is not a broker-dealer that owns and invests on a discretionary basis less
than $25 million in securities of unaffiliated issuers; (iii) the purchaser is not a participant-directed employee plan, such
as a 401(k) plan, or a trust holding the assets of such a plan, unless the investment decisions with respect to such plan
are made solely by the fiduciary, trustee or sponsor of such plan; (iv) the purchaser is acting for its own account, or the
account of another QIB that is also a QP; (v) the purchaser is not formed, reformed or recapitalized for the specific purpose
of investing in the Company (except where each beneficial owner of the purchaser is both a QIB and QP); (vi) the purchaser
has not invested more than 40% of its assets in the Securities (or beneficial interests therein) and/or other securities of the
Company after giving effect to the purchase of the Securities (or beneficial interests therein) (except where each beneficial owner
of the purchaser is both a QIB and QP); (vii) the purchaser, and each account for which it is purchasing, must purchase, hold
or transfer at least the minimum denomination of Securities; (viii) the purchaser will provide notice of the transfer restrictions
to any subsequent transferees; and (ix) the purchaser is not a partnership; common trust fund; or corporation, special trust,
pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial owners, participants, shareholders
or other equity owners, may designate the particular investment to be made, or the allocation thereof, unless all such persons
are both QIBs and QPs; (II) acknowledges that the Company has not been registered under the Investment Company Act and the
Securities have not been registered under the Securities Act; and (III) represents to and agrees with the Company that, for
so long as the Securities are outstanding, it will not offer, resell, pledge or otherwise transfer the Securities except to a QIB
that is also a QP in a transaction meeting the requirements of Rule 144A. Each purchaser further understands that the Securities
will bear a legend with respect to such transfer restrictions and that the Company may receive a list of the participants from
DTC or any other depositary holding beneficial interests in the Securities. See “Notice to Investors; Transfer Restrictions”
in the offering memorandum, dated September 26, 2017 relating to the Securities.





 






    C-2


     


    

 


The Indenture, dated as of October 2,
2017, among the Company, IAC/InterActiveCorp, as guarantor, and Computershare Trust Company, N.A., as trustee (as amended,
supplemented or otherwise modified from time to time and in effect), provides that the Company shall have the right to require
any holder of Securities that is determined not to have been a QIB and a QP to sell their Securities to a person that is a QIB
and a QP in a transaction meeting the requirements of Rule l44A.


 


The restrictions on transfer required by the
Company (outlined above) related to the Investment Company Act will be reflected under the notation “3c7” in DTC’s
User Manuals and in upcoming editions of DTC’s Reference Directory.


 


 




    C-3