Exhibit 4.1


 




 





 


PACIRA
BIOSCIENCES, INC.


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of July 10, 2020


 


0.750%
Convertible Senior Notes due 2025


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	Article 1
	Definitions
	 
	Section 1.01	Definitions	1
	Section 1.02	Rules of Construction	12
	 	 	 
	Article 2
	Issue,
    Description, Execution, Registration and Exchange of Notes
	 
	Section 2.01	Designation and Amount	12
	Section 2.02	Form of Notes	12
	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	Section 2.04	Execution, Authentication and Delivery of Notes	14
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	15
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	21
	Section 2.07	Temporary Notes	22
	Section 2.08	Cancellation of Notes Paid, Converted, Etc.	22
	Section 2.09	CUSIP Numbers	23
	Section 2.10	Additional Notes; Repurchases	23
	 	 	 
	Article 3
	Satisfaction
    and Discharge
	Section 3.01	Satisfaction and Discharge	23
	 	 	 
	Article 4
	Particular
    Covenants of the Company
	 
	Section 4.01	Payment of Principal and Interest	24
	Section 4.02	Maintenance of Office or Agency	24
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	25
	Section 4.04	Provisions as to Paying Agent	25
	Section 4.05	Existence	26
	Section 4.06	Rule 144A Information Requirement; SEC Reports; Additional Interest	26
	Section 4.07	Stay, Extension and Usury Laws	28
	Section 4.08	Compliance Certificate; Statements as to Defaults	28
	Section 4.09	Further Instruments and Acts	28
	 	 	 
	Article 5
	Lists
    of Holders and Reports by the Company and the Trustee
	 
	Section 5.01	Lists of Holders	28
	Section 5.02	Preservation and Disclosure of Lists	28



 






    - i -


     


    

 


	Article 6
	Defaults
    and Remedies
	 
	Section 6.01	Events of Default	29
	Section 6.02	Acceleration; Rescission and Annulment	30
	Section 6.03	Additional Interest in Lieu of Reporting Default	31
	Section 6.04	Payments of Notes on Default; Suit Therefor	32
	Section 6.05	Application of Monies Collected by Trustee	33
	Section 6.06	Proceedings by Holders	34
	Section 6.07	Proceedings by Trustee	35
	Section 6.08	Remedies Cumulative and Continuing	35
	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	35
	Section 6.10	Notice of Defaults	36
	Section 6.11	Undertaking to Pay Costs	36
	 	 	 
	Article 7
	Concerning
    the Trustee
	 
	Section 7.01	Duties and Responsibilities of Trustee	36
	Section 7.02	Reliance on Documents, Opinions, Etc.	38
	Section 7.03	No Responsibility for Recitals, Etc.	39
	Section 7.04	No Obligation to Monitor	40
	Section 7.05	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	40
	Section 7.06	Monies to Be Held in Trust	40
	Section 7.07	Compensation and Expenses of Trustee	40
	Section 7.08	Officer’s Certificate as Evidence	41
	Section 7.09	Eligibility of Trustee	41
	Section 7.10	Resignation or Removal of Trustee	42
	Section 7.11	Acceptance by Successor Trustee	43
	Section 7.12	Succession by Merger, Etc.	43
	Section 7.13	Trustee’s Application for Instructions from the Company	44
	 	 	 
	Article 8
	Concerning
    the Holders
	 
	Section 8.01	Action by Holders	44
	Section 8.02	Proof of Execution by Holders	45
	Section 8.03	Who Are Deemed Absolute Owners	45
	Section 8.04	Company-Owned Notes Disregarded	45
	Section 8.05	Revocation of Consents; Future Holders Bound	46



  






    - ii -


     


    

 


	Article 9
	Holders’
    Meetings
	 
	Section 9.01	Purpose of Meetings	46
	Section 9.02	Call of Meetings by Trustee	46
	Section 9.03	Call of Meetings by Company or Holders	47
	Section 9.04	Qualifications for Voting	47
	Section 9.05	Regulations	47
	Section 9.06	Voting	48
	Section 9.07	No Delay of Rights by Meeting	48
	 	 	 
	Article 10
	Supplemental
    Indentures
	 
	Section 10.01	Supplemental Indentures without Consent of Holders	48
	Section 10.02	Supplemental Indentures with Consent of Holders	49
	Section 10.03	Effect of Supplemental Indentures	50
	Section 10.04	Notation on Notes	51
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	51
	 	 	 
	Article 11
	Consolidation,
    Merger, Sale, Conveyance and Lease
	 	 	 
	Section 11.01	Company May Consolidate, Etc. on Certain Terms	51
	Section 11.02	Successor Corporation to Be Substituted	52
	Section 11.03	Evidence to Be Given to Trustee	52
	 	 	 
	Article 12
	No
    Personal Liability of Directors, Officers, Employees or Stockholders
	 	 	 
	Section 12.01	Indenture and Notes Solely Corporate Obligations	52
	 	 	 
	Article 13
	Conversion
    of Notes
	 
	Section 13.01	Conversion Privilege	53
	Section 13.02	Conversion Procedure; Settlement Upon Conversion	55
	Section 13.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	60
	Section 13.04	Adjustment of Conversion Rate	62
	Section 13.05	Adjustments of Prices	71
	Section 13.06	Shares to Be Fully Paid	71
	Section 13.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	71
	Section 13.08	Certain Covenants	73
	Section 13.09	Responsibility of Trustee	74
	Section 13.10	Notice to Holders Prior to Certain Actions	74
	Section 13.11	Stockholder Rights Plans	74
	Section 13.12	Withholding Taxes for Adjustments in Conversation Rate	75
	Section 13.13	Exchange in Lieu of Conversion.	75



  






    - iii -


     


    

 


	Article 14
	Repurchase
    of Notes at Option of Holders
	 
	Section 14.01	Repurchase at Option of Holders Upon a Fundamental Change	76
	Section 14.02	Withdrawal of Fundamental Change Repurchase Notice	78
	Section 14.03	Deposit of Fundamental Change Repurchase Price	78
	Section 14.04	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	79
	Section 14.05	No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an Amount of Cash Exceeding the Fundamental Change Repurchase Price	80
	 	 	 
	Article 15
	Optional
    Redemption
	 
	Section 15.01	Right to Redeem	80
	Section 15.02	Selection of Notes to be Redeemed	81
	Section 15.03	Notice of Optional Redemption	81
	Section 15.04	Effect of Notice of Optional Redemption	83
	Section 15.05	Deposit of Redemption Price	83
	Section 15.06	Notes Redeemed in Part	83
	 	 	 
	Article 16
	Miscellaneous
    Provisions
	 
	Section 16.01	Provisions Binding on Company’s Successors	83
	Section 16.02	Official Acts by Successor Corporation	83
	Section 16.03	Addresses for Notices, Etc.	84
	Section 16.04	Governing Law	85
	Section 16.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	85
	Section 16.06	Legal Holidays	86
	Section 16.07	No Security Interest Created	86
	Section 16.08	Benefits of Indenture	86
	Section 16.09	Table of Contents, Headings, Etc.	86
	Section 16.10	Authenticating Agent	86
	Section 16.11	Execution in Counterparts	87
	Section 16.12	Waiver of Jury Trial	87
	Section 16.13	Severability	88
	Section 16.14	Force Majeure	88
	Section 16.15	Calculations	88
	Section 16.16	USA PATRIOT Act	88



 


EXHIBIT


 


	Exhibit A	Form of Note	A-1




 






    - iv -


     


    

 



 


INDENTURE, dated as
of July 10, 2020, between PACIRA BIOSCIENCES, INC., a Delaware corporation, as issuer (the “Company,”
as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, 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 0.750% Convertible Senior Notes due 2025
(the “Notes”), initially in an aggregate principal amount not to exceed $402,500,000, 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.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


Article 1

Definitions


 


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


 


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


 


“Additional
Shares” shall have the meaning specified in Section 13.03.


 


“Affiliate”
has the meaning set forth in Rule 144(a)(1) under the Securities Act.


 


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


 


“Applicable
Procedures” means, with respect to any matter at any time relating to a Global Note, the rules, policies and procedures
of the Depositary applicable to such matter.


 





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


 






    - 1 -


     


    

 


“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 13.01(b)(i). The Company shall initially act as the Bid Solicitation Agent.


 


“Bloomberg”
means Bloomberg LLP and any successor Person serving a similar function.


 


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


 


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


 


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


 


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


 


“Cash Settlement”
shall have the meaning specified in Section 13.02(a).


 


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


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Combination
Settlement” shall have the meaning specified in Section 13.02(a).


 


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


 


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


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to Section 13.07.


 


“Common Stock
Change Event” shall have the meaning specified in Section 13.07(a).


 


“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 (a) the Company’s Chief Executive Officer, Chief Financial 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) any such other Officer designated in clause
(a) of this definition or the Company’s Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary,
and delivered to the Trustee.


 






    - 2 -


     


    

 


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


 


“Conversion
Consideration” means the kind and amount of consideration due in respect of the conversion of any Note, determined in
accordance with Article 13.


 


“Conversion
Date” shall have the meaning specified in Section 13.02(d).


 


“Conversion
Obligation” shall have the meaning specified in Section 13.01(a).


 


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


 


“Conversion
Rate” shall have the meaning specified in Section 13.01(a).


 


“Conversion
Settlement Date” means the date on which the consideration due upon conversion of any Note must be paid or delivered,
as applicable, pursuant to this Indenture.


 


“Corporate
Trust Office” means the designated office of the Trustee at which at any time its corporate trust business in respect
of this Indenture shall be administered, which office at the date hereof is located at 600 South Fourth Street, 6th Floor,
Minneapolis, MN 55415, Attention: Corporate Trust Services – Pacira BioSciences Administrator, and, for Agent services, such
office shall also mean the office or agency of the Trustee located, as of the date of this Indenture, at Corporate Trust Operations,
MAC N9300-070, 600 South Fourth Street, Minneapolis, MN 55415, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-40th of the product of (a) the Conversion Rate on such VWAP
Trading Day; and (b) the Daily VWAP on such VWAP Trading Day.


 





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


 


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


 






    - 3 -


     


    

 


“Daily VWAP”
means, for each of the 40 consecutive Trading Days during the applicable Observation Period, the per share volume-weighted average
price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “PCRX <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.


 


“Default Settlement
Method” will initially be Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however that the Company will have the right to change, from time to time, the Default Settlement
Method by sending notice of the new Default Settlement Method to the Holders (and, in such case, the Company will simultaneously
send a copy of such notice to the Trustee and the Conversion Agent).


 


“Defaulted
Amounts” means any amounts on any Note (including the Fundamental Change Repurchase Price, principal and interest) that
are payable but are not punctually paid or duly provided for.


 


“De-Legending
Deadline Date” means, with respect to any Note, the 370th day after the last date of original issuance
of the notes offered hereby; provided, however, that if such 370th day is after a Regular Record Date and on or before the
next Interest Payment Date, then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after
such Interest Payment Date.


 


“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 13.04(c).





 


“DTC”
means The Depository Trust Company.


 


“Effective
Date” has the following meaning: (a) solely for purposes of Section 13.04, “Effective Date”
means the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way,
reflecting the relevant share split or share combination, as applicable; and (b) the “Effective Date” of
a Make-Whole Fundamental Change means (x) the date on which the Make-Whole Fundamental Change occurs or becomes effective
(in the case of a Make-Whole Fundamental Change pursuant to clause (a) of the definition thereof) or the date on which the
Company sends the related Notice of Optional Redemption (in the case of a Make-Whole Fundamental Change pursuant to clause (b) of
the definition thereof).


 






    - 4 -


     


    

 


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


 


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


 


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


 


“Exempted
Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 14.05, the Company
does not offer to repurchase any Notes.


 


“Expiration
Date” shall have the meaning specified in Section 13.04(e).


 


“Expiration
Time” shall have the meaning specified in Section 13.04(e).


 


“Form of
Assignment and Transfer” means the “Form of Assignment and Transfer” in substantially the form attached
as Attachment 3 to the Form of Note attached hereto as Exhibit A.


 


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


 


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


 


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


 


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


 






    - 5 -


     


    

 


(b)          the
consummation of (i) 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; (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock
will be converted into cash, securities or other property, other than a merger of the Company solely for the purpose of changing
the Company’s jurisdiction of incorporation, that results in a reclassification, conversion or exchange of outstanding shares
of the Common Stock solely into shares of common stock of the surviving entity; or (iii) any sale, lease, exchange or other
transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however,
that a transaction described in clause (ii) in which the holders of all classes of the Company’s Common Equity immediately
prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving
corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such
ownership immediately prior to such transaction shall not be a fundamental change pursuant to this clause (b) (this proviso,
the “Majority Ownership Exception”);


 


(c)           the
approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the provisions of this Indenture); or


 


(d)           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);


 


provided,
however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change
if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments
for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction
or transactions consists of shares of common stock or ordinary shares 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 such transaction or transactions constitute a
Common Stock Change Event for which the Reference Property is such consideration. For the purposes of this definition of “Fundamental
Change,” any event, transaction or series of related transactions that constitute a Fundamental Change under both clause
(a) and clause (b) (without giving effect to the Majority Ownership Exception) above will be deemed to constitute a Fundamental
Change solely under clause (b) of this definition of “Fundamental Change” (subject to the Majority Ownership Exception).


 





“Fundamental
Change Company Notice” shall have the meaning specified in Section 14.01(c).


 


“Fundamental
Change Repurchase Date” shall have the meaning specified in Section 14.01(a).


 


“Fundamental
Change Repurchase Notice” shall have the meaning specified in Section 14.01(b)(i).


 


“Fundamental
Change Repurchase Price” shall have the meaning specified in Section 14.01(a).


 


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


 






    - 6 -


     


    

 


“Holder,”
as applied to any Note, or other similar terms (but excluding the term “beneficial holder,” “beneficial owner”
or “owner of a beneficial interest” or terms of similar import), means any Person in whose name at the time a particular
Note is registered on the Note Register.


 


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


 


“Interest
Payment Date” means each February 1 and August 1 of each year, beginning on February 1, 2021 (or such
other date as may be specified in the certificate representing the relevant Note).


 


“Last Reported
Sale Price” of the Common Stock on any date means the closing sale price (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)
per share on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on
which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange
on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price per share of Common
Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the
Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last
bid and ask prices per share of Common Stock on the relevant date from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


 


“Majority
Ownership Exception” shall have the meaning specified in the definition of Fundamental Change in this Section 1.01.


 


“Make-Whole
Fundamental Change” means (a) any transaction or event that constitutes a Fundamental Change (as defined above and
determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the Majority Ownership
Exception); or (b) subject to the proviso to the second sentence of Section 13.03(a), the sending of any Notice
of Optional Redemption.





 


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


 


“Maturity
Date” means August 1, 2025, unless earlier converted, redeemed or repurchased.


 


“Measurement
Period” shall have the meaning specified in Section 13.01(b)(i).


 


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


 






    - 7 -


     


    

 


“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
Conversion” shall have the meaning specified in Section 13.02(c).


 


“Notice of
Optional Redemption” has the meaning specified in Section 15.03.


 


“Observation
Period” means, with respect to any Note surrendered for conversion, (a) subject to clause (b) below,
the relevant Conversion Date occurs prior to February 3, 2025, the 40 consecutive VWAP Trading Days beginning on, and including,
the third trading day after such Conversion Date; (b) if the relevant Conversion Date occurs on or after the date the Company
has sent a Notice of Optional Redemption calling any or all Notes for redemption and before the related Redemption Date, the 40
consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately before such redemption date;
and (c) subject to clause (b) above, if the relevant Conversion Date occurs on or after February 3, 2025, the 40
consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding August 1,
2025.


 


“Offering
Memorandum” means the preliminary offering memorandum dated July 6, 2020, as supplemented by the pricing
term sheet dated July 7, 2020, relating to the offering and sale of the Notes.


 


“Officer”
means, with respect to the Company, the Chief Executive Officer, the Chief Financial Officer, the President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary, any 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”).


 


“Officer’s
Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that
is signed by an Officer of the Company. Each such certificate shall include the statements provided for in Section 16.05
if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant
to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company,
that is delivered to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth
therein. Each such opinion shall include the statements provided for in Section 16.05 if and to the extent required by the
provisions of such Section 16.05.


 


“Optional
Redemption” has the meaning specified in Section 15.01(i).


 


“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:


 






    - 8 -


     


    

 


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


 


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


 


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


 


(d)           Notes
converted pursuant to Article 13 and required to be cancelled pursuant
to Section 2.08; and


 


(e)           Notes
repurchased pursuant to the penultimate sentence of Section 2.10.


 


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


 


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


 


“Physical
Notes” means permanent certificated Notes in registered form issued in Authorized Denominations.


 


“Physical
Settlement” shall have the meaning specified in Section 13.02(a).


 





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


 


“Redemption
Date” means the date specified for redemption of the Notes in accordance with the terms of the Notes and Article 15.


 


“Redemption
Price” shall have the meaning specified in Section 15.01(ii).


 


“Reference
Property” shall have the meaning specified in Section 13.07(a).


 


“Reference
Property Unit” shall have the meaning specified in Section 13.07(a).


 


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


 






    - 9 -


     


    

 


“Resale Restriction
Termination Date,” (i) with respect to the Notes, shall have the meaning specified in the legend set forth in Section 2.05(c),
and (ii) with respect to the Common Stock issued upon conversion of the Notes, shall have the meaning specified in the legend
set forth in Section 2.05(d).


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, any assistant vice president, any trust officer or assistant 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 officer
having direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the
particular subject.


 


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


 


“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, and the rules and regulations promulgated thereunder.


 





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


 


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


 


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


 


“Spin-Off”
shall have the meaning specified in Section 13.04(c).


 


“Spin-Off
Valuation Period” shall have the meaning specified in Section 13.04(c).


 


“Stock Price”
shall have the meaning specified in Section 13.03(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.


 






    - 10 -


     


    

 


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


 


“Tender/Exchange
Offer Valuation Period” shall have the meaning specified in Section 13.04(e).


 


“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 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 listed or admitted for trading,
(ii) there is no Market Disruption Event and (iii) a Last Reported Sale Price for the Common Stock (or closing 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.


 


“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 $2,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on
such determination date from three independent nationally recognized securities dealers the Company selects for this purpose; provided
that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the
average of such two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent,
that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal
amount of Notes from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000
principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported
Sale Price of the Common Stock and the applicable Conversion Rate.


 


The term “transfer”
shall have the meaning specified in Section 2.05(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.


 


“VWAP Market
Disruption Event” means (x) 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 (y) 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.


 






    - 11 -


     


    

 


“VWAP
Trading Day” means a day on which (x) there is no VWAP 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, provided that if the Common Stock is not so listed or admitted
for trading, “Trading Day” means a Business Day.


 


Section 1.02          Rules of
Construction.


 


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


 


(b)            For
purposes of this Indenture and the Notes, (i) “or” is not exclusive; (ii) “will” expresses a
command; and (iii) unless the context otherwise requires, (1) “including” means “including without
limitation”; (2) words in the singular include the plural and in the plural include the singular; (3) “herein,”
 “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision of this Indenture; and (4) references to currency mean the lawful currency of the United States of America.


 


Article 2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01          Designation
and Amount. The Notes shall be designated as
the “0.750% Convertible Senior Notes due 2025.” The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is initially limited to $402,500,000, 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 pursuant to Section 2.05, Section 2.06,
Section 10.04, Section 13.02 and Section 14.03.


 


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


 






    - 12 -


     


    

 


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


 


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





 


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


 


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 Authorized Denominations. Each Note shall be dated the date of its authentication and shall bear interest
from the date specified on the face of the form of Note attached as Exhibit A hereto. Accrued interest on the Notes shall
be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days
elapsed over 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. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall
be the Corporate Trust Office. The Company shall pay interest (i) on any Physical Notes (A) to Holders holding Physical
Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address
as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more
than $5,000,000, either by check mailed to such Holders or, upon application by such Holder to the Note Registrar not later than
the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United
States, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on
any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 






    - 13 -


     


    

 


(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:


 





(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 in writing to an earlier date), and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the
Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee,
in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special
record date therefor to be sent (in accordance with Section 16.03) to each Holder at its address as it appears in the Note
Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and
the special record date therefor having been so mailed, such Defaulted Amounts shall be paid to the Persons in whose names the
Notes (or their respective Predecessor Notes) are registered at the Close of Business on such special record date and shall no
longer be payable pursuant to the following clause (ii) of this Section 2.03(c).


 


(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 written notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


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


 






    - 14 -


     


    

 


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, provided that the Trustee shall be entitled to receive an Officer’s
Certificate and an Opinion of Counsel stating that all conditions precedent have been complied with.


 


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 by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided
by Section 16.10), 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, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered
or disposed of as though the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be
signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the Officers of
the Company, although at the date of the execution of this Indenture any such person was not such an Officer.


 


Section 2.05          Exchange
and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a)  The Company shall cause to be
kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the
Company designated pursuant to Section 4.02, the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written
form within a reasonable period of time. 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.


 


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.


 






    - 15 -


     


    







 


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


 


No service charge shall
be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or any Paying Agent for any exchange or registration
of transfer of Notes, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any documentary, stamp
or similar issue or transfer tax or other similar governmental charge required by law or permitted pursuant to Section 13.02(e) or
Section 13.02(f).


 


None of the Company,
the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes
surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion,
(ii) Notes selected for Optional Redemption, or (iii) any Notes, or a portion of any Note, surrendered for repurchase
(and not withdrawn) in accordance with Article 14.


 


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


 


(b)            So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
seventh-to-last paragraph 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 a 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 Applicable Procedures. The Company has entered into a letter of representations with DTC in the form provided by DTC, and
the Trustee and each Agent are hereby authorized to act in accordance with such letter and the Applicable Procedures.


 


(c)            Every
Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together
with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(d), collectively,
the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including
those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by
written consent of the Company with written notice to the Trustee as provided below. 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.


 






    - 16 -


     


    







 


Until the Resale Restriction
Termination Date, any certificate evidencing a Note (and all securities issued in exchange therefor or substitution thereof, other
than Common Stock, if any, issued upon conversion thereof which shall bear the legend set forth in Section 2.05(d), if applicable)
shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,
or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 


THE SALE OF THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, PRIOR TO
THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE (AND ANY BENEFICIAL INTEREST HEREIN OR THEREIN) MAY NOT BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:


 


		(A)	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES;






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






		(C)	TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT; OR






		(D)	UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF
AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).



 


THE “RESALE RESTRICTION
TERMINATION DATE” MEANS THE DATE: (A) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE DATE OF THE NOTES (INCLUDING
ISSUANCE OF ADDITIONAL NOTES PURSUANT TO THE EXERCISE OF THE INITIAL PURCHASERS’ OPTION TO PURCHASE ADDITIONAL NOTES); AND
(B) ON WHICH THE COMPANY HAS INSTRUCTED THE TRUSTEE THAT THIS LEGEND WILL NO LONGER APPLY IN ACCORDANCE WITH THE PROCEDURES
DESCRIBED IN THE INDENTURE.


 


PRIOR TO ANY TRANSFER PURSUANT
TO THE FOREGOING CLAUSES (C) AND (D), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS,
LEGAL OPINIONS (WITH RESPECT TO CLAUSE (D) ONLY) OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND RELY UPON TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.


 






    - 17 -


     


    

 


NO AFFILIATE (AS DEFINED IN RULE
144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING NINETY DAYS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR
A BENEFICIAL INTEREST HEREIN.


 


The
Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause the Notes to be
identified by an unrestricted CUSIP in the facilities of the Depositary therefor by the Resale Restriction Termination Date
or as promptly as possible thereafter and until such time the provisions of Section 4.06(e) will apply. Without limiting
the foregoing, if applicable, the Company will provide DTC with the instruction letter for DTC’s mandatory exchange process
in accordance with its Applicable Procedures and the Company (or the Trustee upon instruction by the Company) will notify Bloomberg
simultaneously with notifying the Trustee of the occurrence of the Resale Restriction Termination date as provided below and will
use reasonable efforts to cause Bloomberg to adjust its screen page for the Notes to indicate that they are thereafter unrestricted
and replace the restricted CUSIP for the Notes with the unrestricted CUSIP for the Notes thereon.


 


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


 


Any
Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions
of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not
bear the restrictive legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The
Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which such restrictions on
transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Custodian shall so surrender
such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in
this Section 2.05(c) and shall not be assigned a restricted
CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination
Date. Upon such notice, the legend set forth above shall be deemed removed from the Note, with no further action required by the
Company, the Trustee, or, if applicable, the Depositary. The Company shall promptly notify the Trustee and the Holders in writing
after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been
declared effective under the Securities Act.


 


Notwithstanding
any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(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 transfers of portions of a Global Note in certificated
form made upon request of a member of, or a participant in, the Depositary (for itself or on behalf of a beneficial owner) by
written notice given to the Trustee by or on behalf of the Depositary in accordance with the
Applicable Procedures and in compliance with this Section 2.05(c).


 






    - 18 -


     


    

 


The Depositary shall
be a clearing agency registered under the Exchange Act. The Company initially appoints DTC 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 Officer’s 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 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,
shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in
whose names such Physical Notes are so registered.


 


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


 





The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 






    - 19 -


     


    

 


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


 


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


 


The Trustee shall have
the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.


 


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


 


THE SALE OF THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR
TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT
BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:


 


		(A)	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES;






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









		(C)	UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF
AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).



 






    - 20 -


     


    

 


THE
 “RESALE RESTRICTION TERMINATION DATE” MEANS THE DATE: (A) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE
DATE OF THE COMPANY’S 0.750% CONVERTIBLE SENIOR NOTES DUE 2025 (INCLUDING THE LAST DATE OF ISSUANCE OF ADDITIONAL
NOTES PURSUANT TO THE EXERCISE OF THE INITIAL PURCHASERS’ OPTION TO PURCHASE ADDITIONAL NOTES); AND (B) ON WHICH THE
COMPANY HAS INSTRUCTED THE TRUSTEE THAT THIS LEGEND WILL NO LONGER APPLY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE FOR THE NOTES.


 


PRIOR TO ANY TRANSFER PURSUANT
TO THE FOREGOING CLAUSE (C), THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS.


 


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


 


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


 





The Trustee or such
authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity
as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the
Company, the Trustee, the Note Registrar or any co-Note Registrar for any exchange or registration of transfer of any substitute
Note, but, upon the issuance of any substitute Note, the Company or the Trustee may require the payment by the Holder of a sum
sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses
connected therewith. In case any Note that has matured or is about to mature or has been surrendered for required repurchase or
is about to be converted in accordance with Article 13 shall become mutilated or be destroyed, lost or stolen, the Company
may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the
conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant
for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused
by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company,
the Trustee and, if applicable, any Paying Agent or Conversion Agent of the destruction, loss or theft of such Note and of the
ownership thereof.


 






    - 21 -


     


    

 


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


 


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


 


Section 2.08          Cancellation
of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment,
repurchase, registration of transfer or exchange or conversion, if surrendered to the Company or the Company’s agents,
Subsidiaries or Affiliates, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be
canceled promptly by it, and no Notes shall be authenticated in exchange thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures. If the
Company shall acquire any of the Notes, such acquisition shall not operate as a redemption, repurchase or satisfaction of the
indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.


 






    - 22 -


     


    

 



 


Section 2.09     CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any
such notice shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee
in writing of any change in the “CUSIP” numbers.


 


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 and with the same CUSIP number as the Notes
initially issued hereunder (except for the date as of which interest begins to accrue, the first Interest Payment Date for
such additional Notes and, for purposes of the accrual of Additional Interest, the last date of original issuance 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 or federal securities laws 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 Officer’s Certificate and an Opinion of Counsel, such Officer’s
Certificate and Opinion of Counsel to cover such matters required by Section 16.05,
and such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such
additional Notes, which opinion may contain customary exceptions and qualifications. In addition, the Company may, to
the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company),
repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public
tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other
derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or
other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes
shall no longer be considered Outstanding hereunder upon their repurchase.


 


Article 3

Satisfaction and Discharge


 


Section 3.01     Satisfaction
and Discharge. This Indenture shall, upon request of the Company contained in an Officer’s Certificate cease
to be of further effect, and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other
than (x) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06
and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to
the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable,
after the Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Repurchase Date, Redemption
Date, upon conversion or otherwise, cash (or cash and shares of Common Stock or other Reference Property, if any (solely to satisfy
the Company’s Conversion Obligation, if 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 Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of
the Company to the Trustee under Section 7.07 shall survive.


 






    - 23 -


     


    

 


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 Fundamental Change Repurchase Price, if applicable, and the Redemption 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. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds
as of 11:00 a.m. (New York City time) on the due date, money deposited by the Company in immediately available funds and
designated for and sufficient to pay all such principal and interest then due.


 


Notwithstanding
anything to the contrary contained in this Indenture, the Company and any Paying Agent may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from
principal, premium or interest (including any Additional Interest) payments hereunder.


 


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


 


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 in the United States. 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 Company may serve as Note Registrar. The terms “Paying Agent” and “Conversion 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 Conversion Agent, and the Corporate Trust Office
shall be considered as one such office or agency of the Company for each of the aforesaid purposes.


 






    - 24 -


     


    

 


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 7.10, 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:


 


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


 


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


 


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


 


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


 


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


 






    - 25 -


     


    

 


(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 Fundamental Change Repurchase Price, if applicable, and the Redemption Price, if
applicable) of, and accrued and unpaid interest on, any Note and remaining unclaimed for two years after such principal
(including the Fundamental Change Repurchase Price, if applicable, and the Redemption Price, if applicable) or interest has
become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate,
subject to compliance with applicable abandoned property laws, 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.


 


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


 


Section 4.06      Rule 144A
Information Requirement; SEC Reports; Additional Interest. (a) At any time that the Company is not subject
to Sections 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes (or any shares of Common Stock
issuable upon conversion thereof) shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, provide to the Trustee and, upon written request, provide to any Holder, beneficial owner or prospective purchaser
of such Notes or shares of Common Stock, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act to facilitate the resale of such Notes pursuant to Rule 144A. The Company will take such further action
as any Holder or beneficial owner of such Notes may reasonably request 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 shall file with the Trustee within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence
with the Commission), after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act. Any such document
or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the
Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system, it being understood
that the Trustee will not be responsible for determining whether such filings have been made or postings to any website have occurred.
The Trustee has no duty to participate in or monitor any conference calls.


 


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


 






    - 26 -


     


    

 


(d)           If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of
original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all
applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable
by Holders other than Persons that are, or were at any time during the preceding three months, Affiliates of the
Company (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes), the
Company shall pay Additional Interest on the Outstanding Notes. Such Additional Interest will accrue on the Notes at the rate
of (i) 0.25% per annum on the principal amount of the Outstanding Notes for each day during the first 90 days of such
period for which the failure to file has occurred and is continuing or the Notes are not otherwise freely tradable as
provided above; and (ii) 0.50% per annum on the principal amount of the Outstanding Notes for each day after the first
90 days in such period for which the failure to file has occurred and is continuing or the Notes are not otherwise freely
tradable as provided above. As used in this Section 4.06(d), documents or reports that the Company is required to
 “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act do not include documents
or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 


(e)           If,
and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed (or deemed
removed pursuant to this Indenture), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable
by Persons that are, or were at any time during the preceding three months, Affiliates of the Company (without restrictions pursuant
to U.S. securities law or the terms of this Indenture or the Notes) as of the De-Legending Deadline Date after the last date of
original issuance of the Notes offered hereby, the Company shall pay Additional Interest on the Outstanding Notes at a rate equal
to (i) 0.25% per annum of the principal amount of Notes Outstanding for each day during the first 90 days after such De-Legending
Deadline Date; and (ii) 0.50% per annum of the principal amount of Notes Outstanding for each day thereafter, in each case
until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted
CUSIP number and the Notes are freely tradable as provided above.


 


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


 


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


 


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


 






    - 27 -


     


    

 


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


 


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 (beginning with the fiscal year ending on December 31, 2020) an Officer’s Certificate (which
need not comply with Section 16.05) stating whether or not
the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to
be performed under this Indenture and, if so, specifying each such failure and the nature thereof.


 


In
addition, the Company shall deliver to the Trustee, promptly upon the occurrence thereof, and in any event, no later than
30 days after the Company becomes aware of any Event of Default or Default, an Officer’s Certificate setting forth the details
of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.


 


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


 


Article 5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01      Lists
of Holders. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, semi-annually, on each January 15 and July 15 in each
year beginning with January 15, 2021, and at such other times as the Trustee may request in writing, within 30 days after
receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to
timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order
to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so
long as the Trustee is acting as Note Registrar.


 


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


 






    - 28 -


     


    

 


Article 6

Defaults and Remedies


 


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


 


(a)           failure
by the Company to pay any interest on any Note when due and such failure continues for a period of 30 days;


 


(b)           failure
by the Company to pay principal (including the Fundamental Change Repurchase Price, if applicable, and the Redemption Price, if
applicable) of any Note when due on the Maturity Date, upon any required repurchase, upon redemption, declaration of acceleration
or otherwise;


 


(c)           failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right, if such failure is not cured within two days after its occurrence;


 


(d)           failure
by the Company to issue a Fundamental Change Company Notice pursuant to Section 14.01(c) or
a notice pursuant to Section 13.01(b)(ii) or Section 13.01(b)(iii), in each case when due;


 


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


 


(f)            failure
by the Company to perform or observe any of its other covenants contained in this Indenture or the Notes for 60 days after receipt
of written notice to the Company from the Trustee or to the Company and the Trustee from the Holders of at least 25% of the aggregate
principal amount of then Outstanding Notes;


 


(g)           default
(x) by the Company or any Subsidiary of the Company in the payment when due, after the expiration of any applicable grace
period, of principal of, or premium, if any, or interest on, any indebtedness for money borrowed in the aggregate principal amount
then outstanding of $20,000,000 or more, or (y) resulting in the acceleration of the Company’s or the Company’s
Subsidiaries’ indebtedness for money borrowed having an aggregate principal amount of $20,000,000 or more so that it becomes
due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived,
or such acceleration is not rescinded, as the case may be, within 30 days after written notice to the Company from the Trustee,
or from the Holders of at least 25% in principal amount of Notes then Outstanding to the Company and the Trustee, in accordance
with this Indenture;


 


(h)           a
final judgment for the payment of $20,000,000 or more (excluding any amounts covered by insurance) rendered against the
Company or any Subsidiary of the Company, which judgment is not discharged or stayed within 60 days after (i) the
date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all
rights to appeal have been extinguished;


 






    - 29 -


     


    

 


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


 


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


 


Section 6.02       Acceleration;
Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body),
then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with
respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding determined in accordance with Section 8.04,
by notice in writing to the Company (and to the Trustee if given by Holders), may 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) with respect to the Company occurs
and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically
be immediately due and payable without any declaration or further action on the part of the Trustee or the Holders.


 






    - 30 -


     


    

 


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) and
amounts due to the Trustee pursuant to Section 7.07, 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, and
all amounts then owing to the Trustee under this Indenture have been made, 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 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
Fundamental Change Repurchase Price or Redemption Price) of, or accrued and unpaid interest on, any Notes; (ii) a
failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes; (iii) a failure to
repurchase or redeem any Notes when required pursuant to the terms of this Indenture; or (iv) in respect of any covenant
that cannot be amended without the consent of each Holder affected.


 


Section 6.03       Additional
Interest in Lieu of Reporting Default. Notwithstanding anything
in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for Event of Default relating
to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall after the occurrence
of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25%
per annum of the principal amount of the Notes Outstanding for each day during the 90-day period on which such Event of Default
is continuing beginning on, and including, the calendar day following the date on which such an Event of Default first occurs
to, and including, the 91st day following such Event of Default (or, if earlier, the date on which such Event of Default is cured
or waived as provided for in this Indenture). Additional Interest payable pursuant to this Section 6.03 shall be in addition
to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company
so elects, such Additional Interest shall be payable in the same manner and on the same dates as regular interest on the Notes.
On the 91st day after such Event of Default (if the Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(b) is not cured or waived prior to such 91st day), the Notes will be subject
to acceleration as provided in Section 6.02. In the event the Company does not elect to pay Additional Interest following
an Event of Default in accordance with this Section 6.03, the Notes shall be subject to acceleration as provided in Section 6.02.


 


In order to elect to
pay Additional Interest as the sole remedy during the first 90 days after the occurrence of any Event of Default described in the
immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent
of such election prior to the beginning of such 90-day period. Upon the failure to timely give such notice, the Notes shall be
immediately subject to acceleration as provided in Section 6.02.


 


The Trustee shall not
at any time be under any duty or responsibility to any Holder to determine Additional Interest, or with respect to the nature,
extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of
Additional Interest.


 






    - 31 -


     


    

 


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 7.07. 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 7.07; 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 7.07, 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.


 






    - 32 -


     


    

 


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. The Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other
similar committee.


 


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 Holders, and the Trustee shall,
subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Company, the Holders, and the Trustee shall continue as though no such proceeding had been
instituted.


 


Section 6.05      Application
of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this
Article 6 with respect to the Notes, and, after an Event of Default, any monies or other property distributable in
respect of the Company’s obligations under this Indenture, shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First, to the payment
of all amounts due the Trustee under Section 7.07;


 


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


 






    - 33 -


     


    

 


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


 


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


 


Section 6.06       Proceedings
by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental
Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion,
no 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
pursue such remedy hereunder;


 


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


 


(d)           the
Trustee for 60 days after its receipt of the request and offer of security or indemnity, had not complied with such request; 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) (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such Holders). 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.


 






    - 34 -


     


    

 


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


 


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


 


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


 


Section 6.09      Direction
of Proceedings and Waiver of Defaults by Majority of Holders. 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 Notes; provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture, and 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such direction
is unduly prejudicial to any 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, including, but not limited to,
acceleration, except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including
any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01,
(ii) a failure by the Company to pay or deliver the consideration due upon conversion 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.


 






    - 35 -


     


    

 


Section 6.10      Notice
of Defaults. If a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee,
the Trustee must mail or send to each Holder written notice of the Default within 90 days, 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 Fundamental Change Repurchase Price, if applicable, and the Redemption Price, if applicable), or accrued
and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the
Trustee shall be protected in withholding such notice if and so long as it 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 Fundamental Change Repurchase Price
with respect to the Notes being repurchased as provided in this Indenture) on or after the due date expressed or provided for
in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 13.


 


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, is continuing and is known to a Responsible Officer,
the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 






    - 36 -


     


    

 


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 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 exercising any trust or power conferred upon the Trustee, under this Indenture;


 


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


 


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


 


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


 






    - 37 -


     


    

 


(g)            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, fees,
taxes or other costs incurred with respect thereto or for losses incurred as a result of the liquidation of any such investment
prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of
the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to
invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and


 


(h)            in
the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent
or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7,
including its right to be compensated, reimbursed, and indemnified, shall also be afforded to such Custodian, Note Registrar, Paying
Agent, Conversion 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. The Trustee shall not be required to
give any bond or surety in respect of the performance of its powers or duties hereunder.


 


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 or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether
in original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party
or parties;


 


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


 


(c)            the
Trustee may consult with counsel of its selection and require an Opinion of Counsel and any verbal or written advice of such counsel
or Opinion of Counsel shall be full and complete authorization and protection or reliance on in respect of any action taken, suffered
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;


 






    - 38 -


     


    

 


(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
Trustee shall have no obligation to pursue any action that is not in accordance with applicable law; and


 


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


 


The
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture. 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 the losses, costs, liabilities or expenses
that might be incurred by it in compliance with such request or direction. In no event shall the Trustee be responsible or 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. The Trustee
shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2) 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 at the Corporate Trust Office. 
The Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized
or within the rights or powers conferred upon it by this Indenture.


 


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 or of the Common Stock. 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.
Neither the Trustee nor the Paying Agent will be accountable for the use or application by the Company of the Notes or the
proceeds thereof, or for any funds received and disbursed in accordance with this Indenture. The Trustee shall have no
responsibility or liability with respect to any information, statement or recital in the Offering Memorandum or other
disclosure material prepared or distributed with respect to the issuance of the Notes. Under no circumstances shall the
Trustee be liable in its individual capacity for the obligations evidenced by the Notes. The Trustee shall not be bound to
ascertain or inquire as to the performance, observance or breach of any covenants, conditions, representations, warranties or
agreements on the part of the Company. The Trustee shall have no obligation to independently determine or verify if any event
has occurred, or to notify the Holders of any event, dependent upon the rating of the Notes or if the rating on the Notes has
been changed, suspended or withdrawn by any rating agency. The Trustee shall have no obligation to independently determine or
verify whether any Fundamental Change, Make-Whole Fundamental Change, Common Stock Change Event or merger event or any other
event has occurred or notify the Holders of any such event, except as provided in Section 6.10.


 






    - 39 -


     


    

 


Section 7.04      No
Obligation to Monitor. The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Notes or for actions taken or omitted to be taken by the Depositary)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do
so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


Section 7.05      Trustee,
Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee,
any Paying Agent, any Conversion Agent, Bid Solicitation Agent or Note Registrar, in its individual or any other capacity, may
become the owner or pledgee of Notes and may transact business with the Company with the same rights it would have if it were
not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.


 


Section 7.06      Monies
to Be Held in Trust. All monies 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 held by the Trustee in trust hereunder need not be segregated
from other funds or property except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as may be agreed from time to time in writing by the Company and the Trustee. The Trustee
shall not be obligated to take possession of any shares of Common Stock, whether upon conversion or in connection with any discharge
of this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the
stock transfer agent of the Company from time to time as directed by the Company.


 


Section 7.07      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, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing
between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of
this Indenture in any capacity 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 or willful misconduct as finally adjudicated by a court of competent jurisdiction.
The Company also covenants to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any
other document or transaction entered into in connection herewith and their agents and any authenticating agent for, and to
hold them harmless against, any loss, claim (whether asserted by the Company, any Holder or any other Person), damage,
liability or expense incurred without gross negligence or willful misconduct (as finally
adjudicated by a court of competent jurisdiction) on the part of the Trustee, its officers, directors, agents or employees,
or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, and the performance of its duties hereunder or the exercise
of its rights and powers, including the costs and expenses (including reasonable attorney’s fees and expenses and court
costs) of defending themselves against any action, claim of liability or suit brought to enforce the Trustee’s right to
indemnification in the premises. The obligations of the Company under this Section 7.07 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 7.07 shall not be subordinate to any
other liability or indebtedness of the Company. The obligation of the Company under this Section 7.07 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 7.07 shall extend to the officers, directors, agents and employees of the Trustee.


 






    - 40 -


     


    

 


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 (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any bankruptcy, insolvency or similar laws.


 


The provisions of this
Section 7.07 shall survive the satisfaction and discharge or termination of this Indenture and the resignation or removal
of the Trustee. “Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the
Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided,
however, that the gross negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.


 


Section 7.08      Officer’s
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 or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an
Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence
or willful misconduct 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 7.09     Eligibility
of Trustee. There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus
of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 






    - 41 -


     


    

 


Section 7.10      Resignation
or Removal of Trustee. (a) The Trustee may at any time resign by giving 30 days’ written notice of
such resignation to the Company and Holders in accordance with Section 16.03. Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice
of resignation to the Holders, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six
months may, subject to the provisions of Section 6.11, on behalf of himself 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 and prescribe, appoint a successor trustee.


 


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


 


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


 


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


 


then, in either case, the Company may by a
Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note
or Notes for at least six months may, on behalf of himself or herself and all others similarly situated, at the expense of
the Company, 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. If no successor trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of removal to the Holders, the Trustee being removed may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a successor trustee with respect to the
Notes.


 


(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 by so notifying the Trustee and the Company in writing not
less than 30 days prior to the effective date of such removal. If within ten days after notice to the Company of such nomination
the Company objects thereto, the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.10
provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.


 






    - 42 -


     


    

 


(d)           Any
resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.


 


Section 7.11      Acceptance
by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 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 7.07, 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 7.07.


 


No successor trustee
shall accept appointment as provided in this Section 7.11 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 7.11, each of the Company and the successor trustee, at the
written direction and at the expense of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder
to the Holders at their addresses as they shall appear on the Note Register. If the Company fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Company.


 


The Trustee shall have
no responsibility or liability for the action or inaction of a successor trustee.


 


Section 7.12       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.


 






    - 43 -


     


    

 



 


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


 


Section 7.13     Trustee’s
Application for Instructions from the Company . Any application by the Trustee for written instructions from the
Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the
rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be
taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after the date specified in such application (which
date shall not be less than three Business Days after the date any officer that the Company has indicated to the Trustee
should receive such application actually receives such application, unless any such officer shall have consented in writing
to any earlier date), unless, prior to taking any such action (or the effective date in the case of any omission), the
Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying
the action to be taken or omitted.


 


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 by (a) 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.


 






    - 44 -


     


    

 


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 Conversion
Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may
treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership
or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment
of or on account of the principal of and (subject to Section 2.03) accrued and unpaid interest on such Note, or the Fundamental
Change Repurchase Price, if applicable, and the Redemption Price, if applicable, for conversion of such Note and for all other
purposes under this Indenture; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note
Registrar shall be affected by any notice to the contrary. The sole registered holder of a Global Note shall be the Depositary
or its nominee. All such payments or deliveries so made to any Holder 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 owner 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 owner’s
right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.


 


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


 






    - 45 -


     


    

 


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


 


Article 9

Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


Section 9.02     Call
of Meetings by Trustee. The Trustee may at any
time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01,
shall be mailed to Holders of such Notes at their addresses as they shall appear on the Note Register. Such notice shall also
be mailed to the Company. Such notices shall be mailed not less than 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.


 








    - 46 -


     


    

 


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


 


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


 


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


 


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


 


Subject to the provisions
of Section 8.04, at any meeting of Holders each Holder or proxy-holder 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.


 






    - 47 -


     


    

 


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


 


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


 


Section 9.07     No
Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit,
by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any
of the provisions of this Indenture or of the Notes. Nothing contained in this Article 9 shall
be deemed or construed to limit any Holder’s actions pursuant to the Applicable Procedures so long as the Notes are issued
in global form.


 


Article 10

Supplemental Indentures


 


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


 


(a)            to
cure any ambiguity or correct any inconsistency or defect in this Indenture or in the Notes, provided that such modification
or amendment does not adversely affect the interests of the Holders of the Notes in any respect;


 


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


 


(c)            enter
into supplemental indentures pursuant to, and in accordance with, Section 13.07 in connection with a Common Stock Change Event;


 


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


 


(e)            to
secure the Notes;


 


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


 


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


 






    - 48 -


     


    

 


(h)            to
comply with the Applicable Procedures;


 


(i)            to
increase the Conversion Rate as provided in this Indenture;


 


(j)            to
irrevocably elect or eliminate a Settlement Method or a Specified Dollar Amount; provided, however, that no such
election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note
pursuant to Section 13.02;


 


(k)            to
conform this Indenture to the requirements of the Trust Indenture Act as then in effect;


 


(l)            to
provide for the acceptance of appointment by a successor trustee pursuant to Section 7.11 or to facilitate the administration
of the trusts by more than one trustee; or


 


(m)        to
conform the provisions of this Indenture or the Notes to the “Description of Notes” in the Offering Memorandum, to
the extent such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of
this Indenture, as evidenced by an Officer’s Certificate.


 


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


 


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


 


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


 


(a)            reduce
the percentage of the aggregate principal amount of Notes required for consent to any amendment or modification of this Indenture
or to waive any past default;


 


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


 


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


 


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


 






    - 49 -


     


    

 


(e)           impair
the right of a Holder to convert any Note or reduce the number of shares of Common Stock or amount of cash or any other property
receivable upon conversion;


 


(f)           reduce
the Redemption Price or Fundamental Change Repurchase Price of any Note, or amend or modify the Company’s obligation to pay
such amount, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise, or change the time
at which or circumstances under which the Notes may or shall be redeemed or repurchased;


 


(g)           make
any Note payable in money other than that stated in the Note;


 


(h)           change
the ranking of the Notes;


 


(i)            impair
the right of any Holder to bring suit for the enforcement of its right to receive payment of principal of (including the Fundamental
Change Repurchase Price, if applicable, and the Redemption Price, if applicable) and interest on such Holder’s Notes, or
any consideration due upon conversion of any Note, on or after the due dates therefor;


 


(j)           reduce
any voting requirements; or


 


(k)         amend
or modify provisions of Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.01
or Section 6.09.


 


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


 


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


 


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


 






    - 50 -


     


    

 


Section 10.04     Notation
on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any
such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the
Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 16.10) 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 16.05,
the Trustee shall receive and shall be fully protected in conclusively relying upon an Officer’s Certificate and an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this
Article 10, is permitted or authorized by this Indenture,
such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such supplemental
indenture, which opinion may contain customary exceptions and qualifications.


 


Article 11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


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


 


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


 


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


 






    - 51 -


     


    

 


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


 


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


 


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


 


Article 12

No Personal Liability of Directors, Officers, Employees or Stockholders


 


Section 12.01     Indenture
and Notes Solely Corporate Obligations. None
of the Company’s past, present or future directors, officers, employees or stockholders, as such, will have any liability
for any of the obligations under the Notes or this Indenture or for any claim based on, or in respect or by reason of, such obligations
or their creation. By accepting a Note, each Holder waives and releases all such liability. This waiver and release is part of
the consideration for the issue of the Notes.


 






    - 52 -


     


    

 


Article 13

Conversion of Notes


 


Section 13.01     Conversion
Privilege. (a)  Subject to and upon compliance
with the provisions of this Article 13, each Holder of a Note shall have the right, at such Holder’s option, to convert
all or any portion (if the portion to be converted is an Authorized Denomination) of such Note (i) subject to satisfaction
of the conditions described in Section 13.01(b), at any time prior to the Close of Business on the Business Day immediately
preceding February 3, 2025 under the circumstances and during the periods set forth in Section 13.01(b),
and (ii) irrespective of the conditions described in Section 13.01(b), on or after February 3, 2025 and
prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, based
on an initial conversion rate of 13.9324 shares of Common Stock (subject to adjustment as provided in this Article 13,
the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of
Section 13.02, the “Conversion Obligation”).


 


(b)     (i)     Prior
to the Close of Business on the Business Day immediately preceding February 3, 2025, the Notes may be surrendered for
conversion during the five Business-Day period immediately after any five consecutive Trading-Day period (the
 “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement
Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on 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 Section 1.01. 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) unless a Holder of at least $2,000,000 aggregate principal amount of Notes (or such lesser principal amount of
Notes as may then be outstanding) provides the Company with reasonable evidence that the Trading Price per $1,000 principal
amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate, 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 Conversion 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, 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 Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been
met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
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
applicable Conversion Rate, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if
other than the Trustee) in writing.


 






    - 53 -


     


    

 


(ii)            If,
prior to the Close of Business on the Business Day immediately preceding February 3, 2025, the Company elects to:


 


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


 


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


 


then, in either case, the Company
shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least
45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such
notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the Close of Business on the
Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s
announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such
time. For purposes of Section 13.01(b)(ii)(A) and Section 13.04(b), in determining whether any rights, options
or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last
Reported Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day
immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to
be determined by the Board of Directors.


 


Notwithstanding the immediately preceding
paragraph, Holders of the Notes will not be permitted to so surrender their Notes for conversion pursuant to this Section 13.01(b)(ii) if
such Holders are entitled to participate (solely as a result of holding the Notes), at the same time and on the same terms as Holders
of the Common Stock, in such issuance or distribution without having to convert their Notes as if they held a number of shares
of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such
Holder.


 






    - 54 -


     


    

 


(iii)            If
a transaction or event that (x) constitutes a Fundamental Change occurs, (y) constitutes a Make-Whole Fundamental Change
(other than a Make-Whole Fundamental Change pursuant to clause (b) of the definition thereof) occurs or (z) if the Company
is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s
assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, in each case prior to the
Close of Business on the Business Day immediately preceding February 3, 2025, regardless of whether a Holder has the right
to require the Company to repurchase the Notes pursuant to Section 14.01, then the Notes may be surrendered for conversion
at any time from or after the effective date of the transaction or event until the earlier of (A) 35 Trading Days after the
actual effective date of such transaction or event (or, if later, the date on which the Company delivers written notice of such
transaction or event) or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental
Change), until the related Fundamental Change Repurchase Date, and (B) the second Scheduled Trading Day immediately preceding
the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such transaction
or event and the related conversion right in writing no later than the effective date of such transaction or event. If the Company
does not provide such notice by such effective date, then the last day on which the Notes are convertible pursuant to this Section 13.01(b)(iii) on
account of such transaction or event will be extended by the number of Business Days from, and including, such effective date to,
but excluding, the date the Company provides the notice.


 


(iv)            Prior
to the Close of Business on the Business Day immediately preceding February 3, 2025, the Notes may be surrendered for
conversion during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only
during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or
not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding
calendar quarter is greater than 130% of the Conversion Price on each applicable Trading Day. The Company shall
determine at the beginning of each calendar quarter commencing after September 30, 2020 whether the Notes may be
surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Holders if the Notes
become convertible in accordance with this clause.


 


(v)            If
the Company calls any Notes for Optional Redemption pursuant to Article 15, the Holders of such Notes shall have the right
to convert such Notes called for redemption at any time on or after the date the Company sends the related Notice of Optional Redemption
until the Close of Business on the Business Day immediately preceding the applicable Redemption Date (or, if the Company defaults
in the payment of the Redemption Price in respect of such Optional Redemption, such date on which such default is no longer continuing).


 


(c)            Subject
to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations. Provisions of this Article 13
applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of a Note.


 


Section 13.02     Conversion
Procedure; Settlement Upon Conversion.


 


(a)            Except
as provided in Section 13.03(b) and Section 13.07(a), upon conversion of any Note, the Company will pay or deliver,
as applicable, (x) cash (“Cash Settlement”); (y) shares of Common Stock, together, if applicable,
with cash in lieu of delivering any fractional share of Common Stock in accordance with Section 13.02(k) (“Physical
Settlement”); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu
of delivering any fractional share of Common Stock in accordance with Section 13.02(k) (“Combination Settlement”),
in each case at the Company’s election, subject to the following.


 






    - 55 -


     


    

 


(i)            Except
as provided in clause (ii) or (iii) below, the Company must use the same Settlement Method for all conversions with a
Conversion Date that occurs on the same day, but the Company will not be obligated to use the same Settlement Method for conversions
with Conversion Dates that occur on different days. If the Company elects a Settlement Method for a conversion with a Conversion
Date that occurs before February 3, 2025, then the Company will send notice of such Settlement Method to the converting Holder
no later than the Close of Business on the Business Day immediately after the Conversion Date.


 


(ii)            Except
as provided in clause (iii) below, all conversions with a Conversion Date occurring on or after February 3, 2025 will
be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders (with a copy
to the Conversion Agent) no later than the Close of Business on February 3, 2025.


 


(iii)            Notwithstanding
anything to the contrary in clauses (i) or (ii) above, if the Company calls any Notes for redemption, then (x) the
Company will specify in the related Notice of Optional Redemption (and, in the case of an Optional Redemption of less than all
outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Optional Redemption) the Settlement Method
that will apply to all conversions of Notes called for redemption pursuant to such Notice of Optional Redemption with a Conversion
Date that occurs on or after the date the Company has sent such Notice of Optional Redemption and before the Business Day immediately
before the related Redemption Date (or, if the Company Defaults in the payment of the Redemption Price, the day on which such Default
is no longer continuing); and (y) if the related Redemption Date occurs on or after February 3, 2025, then such Settlement
Method must be the same Settlement Method that applies to all conversions with a Conversion Date that occurs on or after February 3,
2025.


 


(iv)            If
the Company does not timely elect a Settlement Method with respect to the conversion of any Note, then the Company will be deemed
to have elected the Default Settlement Method. If the Company timely elects Combination Settlement with respect to the conversion
of any Note but does not timely notify the converting Holder of the applicable Specified Dollar Amount, then the Specified Dollar
Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes. For the avoidance of doubt, the Company’s
failure to timely elect a Settlement Method or specify the applicable Specified Dollar Amount will not constitute a Default or
Event of Default.


 






    - 56 -


     


    

 


(v)            The
Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the
Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a
Conversion Date that occurs on or after the date such notice is sent to Holders, provided that (x) such Settlement
Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant
to, and subject to, the other provisions of this Section 13.02(a)); (y) no such irrevocable election will affect any
Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the other provisions of this
Section 13.02(a); and (z) upon any such irrevocable election, the Default Settlement Method will automatically be deemed
to be set to the Settlement Method so fixed. Such notice, if sent, must set forth the applicable Settlement Method and expressly
state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after
the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without
the need to amend this Indenture or the Notes, including pursuant to Section 10.01(j) (it being understood, however,
that the Company may nonetheless choose to execute such an amendment at its option).


 


(vi)            If
the Company changes the Default Settlement Method pursuant to the proviso to the definition of such term or irrevocably fixes
the Settlement Method pursuant to Section 13.02(a)(v), then the Company will either post the Default Settlement Method or
fixed Settlement Method, as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any
successor form) that is filed with the SEC.


 


(b)            Subject
to Section 13.03(b) and Section 13.07(a), the type and amount of consideration due in respect of each $1,000 principal
amount of a Note to be converted will be determined as follows:


 


(i)            if
Physical Settlement applies to such conversion, subject to Section 13.02(k), a number of shares of Common Stock equal to the
Conversion Rate in effect on the Conversion Date for such conversion;


 


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


 


(iii)           if
Combination Settlement applies to such conversion, consideration consisting, subject to Section 13.02(k), of (x) a number
of shares of Common Stock equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such
conversion; and (y) an amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation
Period.


 


(c)            Subject
to Section 13.02(f), before any Holder of a Note shall be
entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable
Procedures in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date as set
forth in Section 13.02(i) and, if required, pay all transfer
and similar taxes, if any as provided in Sections 13.02(e) or (f), and (ii) in the case of a Physical Note or
when required by Applicable Procedures in effect at that time in the case of a Global Note (1) complete, manually sign and
deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof)
(a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal
amount of Notes to be converted (which must be in an Authorized Denomination) and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion
Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate
endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements
and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay funds equal to interest
payable on the next Interest Payment Date as set forth in Section 13.02(i). The Conversion Agent shall notify the Company
of any conversion pursuant to this Article 13. No Notice of Conversion with respect to any Notes may be surrendered by a Holder
thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not
validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 14.02. Nothing herein shall preclude
any withholding of tax required by law.


 






    - 57 -


     


    

 


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


 


(d)            Except
as provided in Section 13.03(b) and Section 13.07(a), upon conversion of any Note, the Company will pay or deliver,
as applicable, the consideration due upon conversion of any Note as follows: (i) if Cash Settlement or Combination Settlement
applies to such conversion, on or before the second Business Day immediately after the last VWAP Trading Day of such Observation
Period; and (ii) if Physical Settlement applies to such conversion, on or before the second Business Day immediately after
such Conversion Date; provided, however, that if Physical Settlement applies to the conversion of any Note with a
Conversion Date that is after the Regular Record Date immediately before the Maturity Date, then, solely for purposes of such conversion,
the Company will pay or deliver, as applicable, the consideration due upon such conversion no later than the Maturity Date and
the Conversion Date will be deemed to be the second Business Day immediately before the Maturity Date.


 


Subject
to Section 13.02(i) and Section 13.02(j), a Note shall be deemed to have been converted immediately prior
to the Close of Business on the date (the “Conversion Date”) that the Holder has complied with the requirements
set forth in subsection (c) above. If any shares of Common Stock are due to converting Holders, the Company shall issue or
cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates
or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled
in satisfaction of the Company’s Conversion Obligation.


 


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


 






    - 58 -


     


    

 


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


 


(g)            Except
as provided in Section 13.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note
as provided in this Article 13.


 


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


 


(i)            Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but excluding, such Conversion Date shall be deemed to be paid in full rather than cancelled,
extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid
interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are
converted after the Close of Business on a Regular Record Date, Holders of such Notes as of the Close of Business on such Regular
Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding
the conversion. Notes surrendered for conversion during the period after 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 such interest
payable on the Notes so converted; provided, however, that no such payment shall be required (1) for conversions
following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date
that is after a Regular Record Date and prior to the Business Day immediately following the corresponding Interest Payment Date
and the conversion occurs after such Regular Record Date and prior to such 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 and the conversion occurs after such Regular Record Date and prior to the Business Day
immediately following such Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts
exists at the time of conversion with respect to such Note.


 


(j)            The
Person in whose name the certificate for (or other evidence representing) any shares of Common Stock delivered upon conversion
is registered shall be treated as a stockholder of record as of the Close of Business on the related Conversion Date (in the case
of Physical Settlement) or the last VWAP Trading Day of the relevant Observation Period (in the case of Combination Settlement).
Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion.


 






    - 59 -


     


    

 


(k)            The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of
any fractional share of Common Stock issuable upon conversion based on (i) the Daily VWAP on the relevant Conversion Date
(or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement;
or (ii) the Daily VWAP on the last VWAP Trading Day of the applicable Observation Period, in the case of Combination Settlement.


 


Section 13.03     Increased
Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes.
(a)  If a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances provided below, increase the
Conversion Rate applicable to such conversion by a number of additional shares of Common Stock (the “Additional Shares”),
as provided below. A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole
Fundamental Change if (i) in the case of a Make-Whole Fundamental Change pursuant to clause (a) of the definition thereof,
the applicable Conversion Date occurs during the period 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 an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change but for the
Majority Ownership Exception, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change);
and (ii) in the case of a Make-Whole Fundamental Change pursuant to clause (b) of the definition thereof, the applicable
Conversion Date occurs during the period from, and including, the date the Company sends the related Notice of Optional Redemption
to, and including, the Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption
Price on the Redemption Date, such later date on which the Company pays the Redemption Price); provided, however,
that if the Company sends a Notice of Optional Redemption to call less than all of the Notes then Outstanding for redemption,
then (x) a Make-Whole Fundamental Change will be deemed to occur on account of such Notice of Optional Redemption only with
respect to the Notes called for such redemption, and not with respect to the Notes not called for such redemption; and (y) no
such Notes that are not called for such redemption will be deemed to be converted “in connection with” such Make-Whole
Fundamental Change.


 


(b)            Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall satisfy the related Conversion
Obligation in accordance with Section 13.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant
to the table below; provided, however, that if there occurs a Make-Whole Fundamental Change pursuant to clause (b) of
the definition of Fundamental Change, then, for each conversion of any Note with a Conversion Date occurring on or after the Effective
Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the
transaction and shall be deemed to be an amount of cash per $1,000 principal amount of such Note equal to the Conversion Rate (including
any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation will be
determined and shall be paid to Holders in cash on the tenth Business Day following the Conversion Date. The Company shall notify
the Holders of Notes (with a copy to the Conversion Agent) of the Effective Date of any Make-Whole Fundamental Change no later
than five Business Days after such Effective Date.


 






    - 60 -


     


    

 



 


(c)            The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the Effective Date of the applicable Make-Whole Fundamental Change and the price (the “Stock Price”)
paid (or deemed to be paid) per share of the Common Stock in such Make-Whole Fundamental Change. If the holders of the Common
Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change pursuant to 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.


 


(d)            The
Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate
of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment
giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional
Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth
in Section 13.04.


 


(e)            The
following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this
Section 13.03 for each Stock Price and Effective Date set forth below:


 


	 	 	Stock Price	 
	Effective Date	 	$54.17	 	 	$60.00	 	 	$71.78	 	 	$80.00	 	 	$93.31	 	 	$110.00	 	 	$125.00	 	 	$150.00	 	 	$175.00	 	 	$200.00	 	 	$250.00	 	 	$350.00	 
	July 10,     2020	 	 	4.5280	 	 	 	3.8859	 	 	 	2.6544	 	 	 	2.0814	 	 	 	1.4497	 	 	 	0.9612	 	 	 	0.6852	 	 	 	0.4089	 	 	 	0.2556	 	 	 	0.1611	 	 	 	0.0672	 	 	 	0.0059	 
	August 1, 2021	 	 	4.5280	 	 	 	3.8544	 	 	 	2.5861	 	 	 	1.9901	 	 	 	1.3457	 	 	 	0.8603	 	 	 	0.5940	 	 	 	0.3376	 	 	 	0.2013	 	 	 	0.1206	 	 	 	0.0448	 	 	 	0.0005	 
	August 1, 2022	 	 	4.5280	 	 	 	3.8176	 	 	 	2.4426	 	 	 	1.8276	 	 	 	1.1796	 	 	 	0.7121	 	 	 	0.4684	 	 	 	0.2456	 	 	 	0.1362	 	 	 	0.0751	 	 	 	0.0228	 	 	 	0.0000	 
	August 1, 2023	 	 	4.5280	 	 	 	3.6459	 	 	 	2.1863	 	 	 	1.5576	 	 	 	0.9267	 	 	 	0.5058	 	 	 	0.3044	 	 	 	0.1389	 	 	 	0.0682	 	 	 	0.0316	 	 	 	0.0060	 	 	 	0.0000	 
	August 1, 2024	 	 	4.5280	 	 	 	3.3026	 	 	 	1.7168	 	 	 	1.0914	 	 	 	0.5312	 	 	 	0.2249	 	 	 	0.1092	 	 	 	0.0369	 	 	 	0.0156	 	 	 	0.0041	 	 	 	0.0000	 	 	 	0.0000	 
	August 1, 2025	 	 	4.5280	 	 	 	2.7342	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)            if
the Stock Price is greater than $350.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 


(iii)            if
the Stock Price is less than $54.17 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 









    - 61 -


     


    

 


Notwithstanding the
foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion exceed 18.4604 per $1,000 principal
amount of Notes, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 13.04.


 


(f)            Nothing
in this Section 13.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 13.04 in respect of a Make-Whole
Fundamental Change.


 


Section 13.04     Adjustment
of Conversion Rate. The Conversion Rate shall
be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any
adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of a share split or share combination),
at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of
the transactions described in this Section 13.04, without having to convert their Notes, as if they held a number of shares
of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held
by such Holder.


 


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


 





 


where,


 


CR0     =     the
Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or
immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable;


 


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


 


OS0     =     the
number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date;
and


 


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


 


Any adjustment made under this Section 13.04(a) shall
become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately
after the Open of Business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this Section 13.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately
readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.


 









    - 62 -


     


    

 


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


 





 


where,


 


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




 


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




 


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




 


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






 


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





 


Any increase made under this Section 13.04(b) shall
be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the
Open of Business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after
the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then
be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion
Rate shall be immediately decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance
had not occurred.


 






    - 63 -


     


    

 


For purposes of
this Section 13.04(b) and Section 13.01(b)(ii)(A), in determining whether any rights, options or warrants
entitle the holders thereof to subscribe for or purchase shares of the Common Stock at less than such average of the Last
Reported Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day
immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to
be determined by the Board of Directors.


 


(c)            If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property or rights, options
or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding
(i) dividends, distributions or issuances as to which an adjustment was effected (or would have been effected without regard
to Section 13.04(n)) pursuant to Section 13.04(a) or Section 13.04(b), (ii) dividends or distributions
paid exclusively in cash as to which an adjustment was effected (or would have been effected without regard to Section 13.04(n))
pursuant to Section 13.04(d), (iii) distributions of Reference Property in a Common Stock Change Event; and (iv) Spin-Offs
as to which the provisions set forth below in this Section 13.04(c) shall apply (or would have been applied without regard
to Section 13.04(n)) (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights,
options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”),
then the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


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



 


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



 


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



 


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



 


Any increase made under
the portion of this Section 13.04(c) above shall become effective immediately after the Open of Business on the Ex-Dividend
Date for such distribution.


 






    - 64 -


     


    

 


Notwithstanding the foregoing, if
 “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of
the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same
time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of
Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the
Conversion Rate in effect on the Record Date for the distribution. If the Board of Directors determines the “FMV”
(as defined above) of any distribution for purposes of this Section 13.04(c) by reference to the actual or
when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period
used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and
including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 


With respect to an
adjustment pursuant to this Section 13.04(c) where there has been a payment of a dividend or other distribution on the
Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other
business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities
exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of the Spin-Off;



 


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



 


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



 


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



 


The adjustment to
the Conversion Rate pursuant to the preceding paragraph will be calculated as of the Close of Business on the last Trading
Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date
for the Spin-Off, with retroactive effect. Notwithstanding anything to the contrary, (i) if the Conversion Settlement
Date for a Note whose conversion is to be settled pursuant to Cash Settlement or Combination Settlement occurs on or before
the last Trading Day in the Spin-Off Valuation Period for any Spin-Off and any VWAP Trading Day in the Observation Period for
such conversion occurs on any Trading Day within such Spin-Off Valuation Period, then, solely for purposes of determining the
consideration due in respect of such conversion, such Spin-Off Valuation Period will be deemed to be the period from, and
including, the Ex-Dividend Date for such Spin-Off to, and including, the last VWAP Trading Day in such Observation Period
(or, if such VWAP Trading Day is not a Trading Day, the immediately preceding Trading Day); and (ii) if the Conversion
Settlement Date for a Note whose conversion is to be settled pursuant to Physical Settlement occurs on or before the last
Trading Day in the Spin-Off Valuation Period for a Spin-Off and the Conversion Date for such conversion occurs on any Trading
Day within such Spin-Off Valuation Period, then, solely for purposes of determining the consideration due in respect of such
conversion, such Spin-Off Valuation Period will be deemed to be the period from, and including, the Ex-Dividend Date for such
Spin-Off to, and including, such Conversion Date (or, if such Conversion Date is not a Trading Day, the immediately preceding
Trading Day).


 









    - 65 -


     


    

 


If any distribution
of the type described in this Section 13.04(c) is declared but not so made, the Conversion Rate shall be immediately
readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that
would then be in effect if such distribution had not been declared.


 


(d)            If
any cash dividend or distribution is made to all or substantially all holders of the Common Stock (other than a distribution as
to which an adjustment is effected pursuant to Section 13.04(e) below), the Conversion Rate shall be adjusted based on
the following formula:


 





 


where,


 


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



 


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



 


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



 


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



 


Any increase pursuant
to this Section 13.04(d) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such
dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be immediately decreased,
effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.


 


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


 









    - 66 -


     


    

 


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


 





 


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the time (the “Expiration Time”) such tender or exchange
offer expires;



 


		CR1	=	the Conversion Rate in effect immediately after the Expiration Time;



 


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



 


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



 


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



 


		SP1	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period (the “Tender/Exchange
Offer Valuation Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date;



 


provided,
however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 13.04(e), except to the
extent provided in the second following paragraph.


 






    - 67 -


     


    

 


The adjustment to
the Conversion Rate pursuant to this Section 13.04(e) will be calculated as of the Close of Business on the last
Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect immediately after the Expiration Time,
with retroactive effect. Notwithstanding anything to the contrary, (i) if the Conversion Settlement Date for a Note
whose conversion is to be settled pursuant to Cash Settlement or Combination Settlement occurs on or before the last Trading
Day in the Tender/Exchange Offer Valuation Period for such tender or exchange offer and any VWAP Trading Day in the
Observation Period for such conversion occurs on any Trading Day within such Tender/Exchange Offer Valuation Period, then,
solely for purposes of determining the consideration due in respect of such conversion, such Tender/Exchange Offer Valuation
Period will be deemed to be the period from, and including, the Trading Day immediately after the Expiration Date for such
tender or exchange offer to, and including, the last VWAP Trading Day in such Observation Period (or, if such VWAP Trading
Day is not a Trading Day, the immediately preceding Trading Day); and (ii) if the Conversion Settlement Date for a Note
whose conversion is to be settled pursuant to Physical Settlement occurs on or before the last Trading Day in the
Tender/Exchange Offer Valuation Period for such tender or exchange offer and the Conversion Date for such conversion occurs
on any Trading Day within such Tender/Exchange Offer Valuation Period, then, solely for purposes of determining the
consideration due in respect of such conversion, such Tender/Exchange Offer Valuation Period will be deemed to be the period
from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date (or, if
such Conversion Date is not a Trading Day, the immediately preceding Trading Day).


 


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


 


(f)            Notwithstanding
anything to the contrary, if a Holder converts a Note and:


 


(i)            Physical
Settlement or Combination Settlement applies to such conversion;


 


(ii)            the
record date, Effective Date or Expiration Date for any event that requires an adjustment to the Conversion Rate under any of clauses
(a), (b), (c), (d) and (e) of this Section 13.04 has occurred on or before the Conversion Date for such conversion
(in the case of Physical Settlement) or on or before any VWAP Trading Day in the Observation Period for such conversion (in the
case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such
Conversion Date or VWAP Trading Day, as applicable;


 


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


 


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


 


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


 









    - 68 -


     


    

 


(g)            Notwithstanding
anything to the contrary, if:


 


(i)            a
Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to clause (a), (b),
(c), (d) or (e) of this Section 13.04;


 


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


 


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


 


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


 


(v)            such
shares would be entitled to participate in such dividend or distribution,


 


then (x) such Conversion Rate adjustment
will not be given effect for such conversion (in the case of Physical Settlement) or for such VWAP Trading Day (in the case of
Combination Settlement); and (y) the shares of Common Stock, if any, issuable upon such conversion (in the case of Physical
Settlement) or issuable with respect to such VWAP Trading Day (in the case of Combination Settlement) based on such unadjusted
Conversion Rate will be entitled to participate in such dividend or distribution.


 


(h)            Except
as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of its Common Stock or any securities
convertible into or exchangeable for shares of its Common Stock or the right to purchase shares of its Common Stock or such convertible
or exchangeable securities (including as consideration for a merger, purchase or similar transaction).


 


(i)            In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 13.04, and to the
extent permitted by applicable law and subject to the applicable rules of The Nasdaq Global Select Market, the Company
from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of
Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted
by applicable law and subject to the applicable rules of The Nasdaq Global Select Market, the Company may (but is not
required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.
Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall mail to the
Holder of each Note at its last address appearing on the Note Register a notice of the increase at least 15 days prior to the
date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period
during which it will be in effect.


 









    - 69 -


     


    

 


(j)            Notwithstanding
anything to the contrary in this Article 13, the Conversion Rate shall not be adjusted:


 


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


 


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


 


(iii)            upon
the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction
that is not a tender offer or exchange offer of the nature described under Section 13.04(e);


 


(iv)            for
a third-party tender offer (other than a tender offer by any Subsidiary of the Company as described under Section 13.04(e));


 


(v)            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 (other
than a rights plan, to the extent provided in Section 13.11);


 


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


 


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


 


All calculations and
other determinations under this Article 13 shall be made by the Company and shall be made to the nearest one-ten thousandth
(1/10,000) of a share.


 


(k)            If
the Company adjusts the Conversion Rate pursuant to clauses (a), (b), (c), (d) or (e) of this Section 13.04, the
Company shall issue a press release containing the relevant information and make this information available on its website or through
another public medium as the Company may use at that time.


 


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


 









    - 70 -


     


    

 


(m)            For
purposes of this Section 13.04, the number of shares of Common Stock at any time outstanding shall not include shares held
in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions
of shares of Common Stock.


 


(n)            If
an adjustment to the Conversion Rate otherwise required by this Section 13.04 would result in a change of less than one percent
(1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 13, the Company may, at its election,
defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following:
(i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the
Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or
Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes for Redemption; and (v) February 3,
2025.


 


Section 13.05     Adjustments
of Prices. Whenever any provision of this Indenture
requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values, the Daily Cash
Amounts or the Daily Share Amounts over a span of multiple days (including an Observation Period and the period for determining
the Stock Price for purposes of a Make-Whole Fundamental Change), the Company shall make appropriate adjustments, if any, to each
to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion
Rate where the Ex-Dividend Date of the event occurs, at any time during the period when such Last Reported Sale Prices, Daily
VWAPs, Daily Conversion Values, Daily Cash Amounts or Daily Share Amounts are to be calculated.


 


Section 13.06     Shares
to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such
Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant to Section 13.03
and that, at the time of computation of such number of shares, all such Notes would be converted by a single Holder).


 


Section 13.07     Effect
of Recapitalizations, Reclassifications and Changes of the Common Stock.


 


(a)            In
the case of:


 


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


 


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


 






    - 71 -


     


    

 


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


 


(iv)            any
statutory share exchange,


 


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) (such an event, a “Common Stock Change Event,” and such stock, other
securities, other property or assets, the “Reference Property,” and the amount and kind of Reference
Property that a holder of one share of Common Stock would be entitled to receive on account of such Common Stock Change Event
(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a
 “Reference Property Unit”), then, at and after the effective time of such Common Stock Change Event,
(1) the consideration due upon conversion of any Note, and the conditions to any such conversion, will be determined in
the same manner as if each reference to any number of shares of Common Stock in Article 13 (or in any related
definitions) were instead a reference to the same number of Reference Property Units; (2) for purposes of the definition
of “Fundamental Change” and “Make-Whole Fundamental Change,” the term “Common Stock” will
be deemed to mean the Common Equity, if any, forming part of such Reference Property; (3) the Daily VWAP will be
calculated based on the value of a Reference Property Unit; and (4) for purposes of Article 15, each reference to
any number of shares of Common Stock in such Article (or in any related definitions) will instead be deemed to be a
reference to the same number of Reference Property Units. Prior to or at the effective time of such Common Stock Change
Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental
indenture (which will be deemed to be permitted by Section 10.01(c)) providing
for the aforementioned change in the conversion right of the Notes.


 


If such Common Stock
Change 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 Unit shall be deemed to
be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make
such an election; or (II) if no holders of Common Stock affirmatively make such an election, the weighted average or the types
and amounts of consideration actually received by the holders of Common Stock pursuant to such Common Stock Change Event (excluding
any amounts received pursuant to dissenters’ rights or pursuant to any arrangement not to issue or deliver a fractional portion
of any security or other property).


 


If the holders of the
Common Stock receive only cash in such Common Stock Change Event, then for all conversions that occur after the effective date
of such Common Stock Change Event, (x) the consideration due upon conversion of each $1,000 principal amount of Notes shall
be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional
Shares pursuant to Section 13.03), multiplied by the price paid per share of Common Stock in such Common Stock Change
Event and (y) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the tenth Business
Day immediately following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other
than the Trustee) in writing of such weighted average as soon as practicable after such determination is made.


 






    - 72 -


     


    

 


Such supplemental indenture
described in the first paragraph of this (a) shall provide for anti-dilution and other adjustments that shall be as nearly
equivalent as is possible to the adjustments provided for in this Article 13. If, in the case of any Common Stock Change Event,
the Reference Property Unit includes shares of stock, securities or other property or assets (including cash or any combination
thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Common Stock Change Event,
then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect
the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing,
including the provisions providing for the purchase rights set forth in Article 14.


 


The Company shall not
become a party to any such transaction unless the terms of such transaction are consistent with the foregoing.


 


(b)            In
the event the Company shall execute a supplemental indenture pursuant to subsection (a) of this Section 13.07, the
Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or
amount of cash, securities or property or asset that will comprise the Reference Property Unit after any such Common Stock
Change Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and
shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental
indenture to be sent 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)            The
above provisions of this Section shall similarly apply to successive Common Stock Change Events.


 


Section 13.08     Certain
Covenants. (a) The Company covenants that any shares of Common Stock issued upon conversion of Notes will
be validly issued, fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the
issue thereof.


 


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


 






    - 73 -


     


    

 


Section 13.09     Responsibility
of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility
to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment
(including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making
the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind
or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon
the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither
the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares
of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without
limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.07 relating
either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion
of their Notes after any event referred to in such Section 13.07 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 conclusively relying upon, the Officer’s Certificate (which
the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect
thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 13.01(b) has
occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee
and the Conversion Agent the notices referred to in Section 13.01(b) with respect to the commencement or termination
of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees
to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such
other times as shall be provided for in Section 13.01(b). The Conversion Agent (if other than the Company or an Affiliate
of the Company) shall have the same protection under this Section 13.09 as the Trustee.


 


Section 13.10     Notice
to Holders Prior to Certain Actions. In case of any voluntary or involuntary dissolution, liquidation or winding-up
of the Company or any of its Subsidiaries, then (unless notice of such event is otherwise required pursuant to another provision
of this Indenture) the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and
to be mailed to each Holder at its address appearing on the Note Register, as promptly as possible but in any event at least 20
days prior to the applicable date hereinafter specified, a notice stating the date on which such 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 dissolution, liquidation or
winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dissolution,
liquidation or winding-up.


 


Section 13.11     Stockholder
Rights Plans. To the extent that the Company has a rights plan in effect upon conversion of the Notes, each share of
Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the
certificates representing the Common Stock (if any) issued upon such conversion shall bear such legends, if any, in each case
as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time; provided,
however, that, if at the time of conversion, the rights have separated from the shares of Common Stock in accordance with
the provisions of the applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect
of Common Stock, if any, issuable upon conversion of the Notes, the Conversion Rate shall be adjusted at the time of separation
as if the Company distributed, to all or substantially all holders of the Common Stock, Distributed Property as provided in Section 13.04(c),
subject to readjustment in the event of the expiration, termination or redemption of such rights.


 









    - 74 -


     


    

 


Section 13.12     Withholding
Taxes for Adjustments in Conversation Rate. Notwithstanding
any other provision of this Indenture, if the Company or other applicable withholding agent pays withholding taxes or backup withholding
on behalf of a Holder or beneficial owner as a result of an adjustment to the Conversion Rate, the Company or other applicable
withholding agent may, at its option, set off such payments against payments of cash and shares of Common Stock on the
Note (or any payments on the Common Stock) or sales proceeds received by or other funds or assets of the Holder or beneficial
owner.


 


Section 13.13     Exchange
in Lieu of Conversion.


 


Notwithstanding anything
to the contrary in this Article 13, and subject to the terms of this Section 13.13, if a Note is submitted for conversion,
then the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by
the Company. To make such election, the Company must send notice of such election to the Holder of such Note before the Close of
Business on the Business Day immediately following the Conversion Date for such Note, and the Company must send notice of such
election to the Trustee and the Conversion Agent before the Open of Business on the Business Day immediately following the Conversion
Date for such Note. If the Company has made such election, then:


 


(a)            no
later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent
to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including
wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion
Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 13;


 


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


 


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


 


provided,
however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration,
then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this
Article 13 as if the Company had not elected to make an exchange in lieu of conversion. Neither the Trustee nor any Agent
shall have any responsibility for any act or omission of any financial institution designated by the Company pursuant to this Section 13.13.


 






    - 75 -


     


    

 


Article 14

Repurchase of Notes at Option of Holders


 


Section 14.01     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 in an Authorized Denomination, on the date (the “Fundamental Change Repurchase Date”)
specified by the Company that is not less than 20 Business Days or more than 30 Business 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”);
provided, however, that if the Fundamental Change Repurchase Date is after a Regular Record Date but on or prior
to the Interest Payment Date to which such Regular Record Date relates, then the Company shall instead pay, on or before such
Interest Payment Date, 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 14.


 


(b)            Repurchases
of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon:


 


(i)            delivery
to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) substantially
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 Applicable Procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each
case on or before the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and


 


(ii)           delivery
of the Notes, if the Notes are 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 Applicable Procedures, in each case such delivery
being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


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


 


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


 


(ii)           the
portion of the principal amount of Notes to be repurchased, which must be in an Authorized Denomination; 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 the Applicable Procedures.


 






    - 76 -


     


    

 


Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this
Section 14.01 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 14.02.


 


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 fifth Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes
and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental
Change Company Notice”) of the occurrence of the 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. 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 14;


 


(iv)          the
Fundamental Change Repurchase Price;


 


(v)           the
Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


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


 


No failure of the Company
to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 14.01.


 


At the Company’s
written request and upon two Business Days prior notice, 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.


 









    - 77 -


     


    

 


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


 


(e)            The
Company will not be required to make an offer to purchase the Notes upon a Fundamental Change if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not validly withdrawn under its offer.


 


Section 14.02     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 Paying Agent in accordance with this Section 14.02 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 (in an Authorized Denomination) of the Notes with respect to which such notice of withdrawal is being submitted,


 


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


 


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


 


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


 


Section 14.03     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 with respect to such Note (provided the Holder has satisfied the conditions in Section 14.01)
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 14.01 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. Nothing herein shall preclude any withholding tax
required by law.


 









    - 78 -


     


    

 


(b)            If
by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed
by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such
Fundamental Change Repurchase Date, then (i) such Notes will cease to be Outstanding, (ii) (subject to the right of a
Holder of any Notes on a Regular Record Date to receive the related interest payment) 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 or, if applicable, interest as provided in the proviso to Section 14.01).


 


(c)            Upon
surrender of a Note that is to be repurchased in part pursuant to Section 14.01, 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 un-repurchased
portion of the Note surrendered.


 


Section 14.04     Covenant
to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company will,
if required:


 


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


 


(b)            file
a Schedule TO or any successor or similar schedule required 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 14 to be exercised in the time and in the manner specified in this Article 14.


 


To the extent
that the provisions of this Indenture relating to the Company’s obligations to purchase the Notes upon a Fundamental
Change violate any securities laws or regulations as a result of changes to such laws or regulations enacted after the date
hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under such provisions of this Indenture by virtue of such conflict.


 






    - 79 -


     


    

 


Section 14.05     No
Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an
Amount of Cash Exceeding the Fundamental Change Repurchase Price.
Notwithstanding anything to the contrary in this Article 14, the Company will not be required to send a Fundamental
Change Notice pursuant to Section 14.01, or offer to repurchase or repurchase any Notes pursuant to this Article 14,
in connection with a Fundamental Change occurring pursuant to clause (b)(i) or (b)(ii) (or pursuant to clause (a) that
also constitutes a Fundamental Change occurring pursuant to clause (b)(i) or (b)(ii)) of the definition thereof, if (i) such
Fundamental Change constitutes a Common Stock Change Event whose Reference Property consists entirely of cash in U.S. dollars;
(ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to Section 13.07 and, if applicable,
Section 13.03, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount
of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated
assuming that the same includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase
Date for such Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required
pursuant to Section 13.01(b)(iii) and includes, in such notice, a statement that the Company is relying on this Section 14.05.


 


Article 15

Optional Redemption


 


Section 15.01     Right
to Redeem. (i) Prior to August 1, 2023, the Notes will not be redeemable at the Company’s option.
On or after August 1, 2023 (but in the case of a redemption of less than all outstanding Notes, no later than the 40th Scheduled
Trading Day immediately before the Maturity Date), the Company may, at its option, redeem (such redemption, an “Optional
Redemption”) all or any portion (in Authorized Denominations) of the Notes, except for the Notes that the Company is
required to repurchase pursuant to Section 14.01, if the Last Reported Sale Price of the Common Stock equals or exceeds 130%
of the applicable Conversion Price in effect for (1) each of at least 20 Trading Days (whether or not consecutive) during
any 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the date the Company sends the related
Notice of Optional Redemption; and (2) the Trading Day immediately before the date the Company sends such Notice of Optional
Redemption. For the avoidance of doubt, the sending of a Notice of Optional Redemption with respect to a Note will constitute
a Make-Whole Fundamental Change only with respect to the portion of such Note that is subject to redemption.


 


(ii)            If
the Company elects to redeem Notes pursuant to an Optional Redemption, the redemption price (the “Redemption
Price”) shall be payable in cash and shall be equal to 100% of the principal amount of Notes being redeemed,
together with accrued and unpaid interest to, but not including, the Redemption Date (or, if the Company Defaults in the
payment of the Redemption Price, the day on which such Default is no longer continuing); provided, however,
that, notwithstanding the foregoing, if the Redemption Date for a Note is after a Regular Record Date and on or before the
corresponding Interest Payment Date, then (x) the Holder of such Note at the Close of Business on such Regular Record
Date will be entitled, notwithstanding such redemption, to receive, on or before such Interest Payment Date, the unpaid
interest that would have accrued on such Note to, but excluding, such Interest Payment Date; and (y) the Redemption
Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date.


 






    - 80 -


     


    

 



 


(iii)         No
Notes may be redeemed by the Company pursuant to an Optional Redemption if the principal amount of the Notes has been accelerated,
and such acceleration has not been rescinded, on or prior to the Redemption Date.


 


(iv)         Except
as provided in this Section 15.01, the Notes shall not be redeemable by the Company.


 


(v)          The
Company will comply with the Applicable Procedures with respect to any Global Note that is called for redemption.


 


Section 15.02        Selection
of Notes to be Redeemed. If less than all the
Notes are to be redeemed pursuant to an Optional Redemption, the Trustee shall select the Notes to be redeemed (in Authorized
Denominations) by lot, or on a pro rata basis or by any other method the Trustee considers reasonable and in accordance with the
Applicable Procedures (so long as such method is not prohibited by the rules of The Nasdaq Global Market or any stock exchange
on which the shares of Common Stock or other shares of Capital Stock of the Company are then listed, as applicable); provided,
however, that no Note with a principal amount of $1,000 or less shall be redeemed in part. The Trustee shall make the selection
within 7 days from its receipt of the Notice of Optional Redemption from the Company delivered pursuant to Section 15.03
from Outstanding Notes not previously called for redemption.


 


Section 15.03        Notice
of Optional Redemption. Not more than 65 Scheduled Trading Days but not less than 45 Scheduled Trading Days
prior to a Redemption Date in connection with an Optional Redemption, the Company shall send written notice of such redemption
(a “Notice of Optional Redemption”) to the Trustee, the Paying Agent and each Holder of Notes to be redeemed.


 


The Notice of Optional
Redemption shall specify the Notes to be redeemed and shall state:


 


(i)           the
Redemption Date;


 


(ii)          the
Redemption Price;


 


(iii)         the
applicable Conversion Rate and applicable Conversion Price;


 


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


 


(v)          that
Notes called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding
the Redemption Date (or, if the Company fails to pay the Redemption Price, such date on which the Company pays the Redemption Price),
at which time the right of the Holder to convert such Notes called for redemption will expire;


 


(vi)         (w) that
a Make-Whole Fundamental Change is deemed to occur with respect to each Note called for redemption; (x) the number of Additional
Shares that will be added to the Conversion Rate applicable to the conversion of any Note converted in connection with such Make-Whole
Fundamental Change; (y) the circumstances under which the conversion of any Note called for redemption will be deemed to be
 “in connection with” such Make-Whole Fundamental Change; and (z) that the conversion of any Note that has not
been called for redemption will not be deemed to be “in connection with” such Make-Whole Fundamental Change;


 






    - 81 -


     


    

 


(vii)        the
Settlement Method (which, if applicable, must satisfy the requirements of clause (y) of Section 13.02(a)(iii)) that will
apply to all conversions of Notes called for redemption pursuant to such Notice of Optional Redemption with a Conversion Date that
occurs on or after the date the Company has sent such Notice of Optional Redemption and before the Business Day immediately before
the related Redemption Date (or, if the Company Defaults in the payment of the Redemption Price, the day on which such Default
is no longer continuing);


 


(viii)       that
Holders who want to convert Notes must satisfy the requirements set forth therein and in this Indenture;


 


(ix)          that
Notes called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price;


 


(x)           if
fewer than all the Outstanding Notes are to be redeemed, the certificate numbers (if such Notes are held other than in global form)
and principal amounts of the particular Notes to be redeemed;


 


(xi)          that,
unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption
Date; and


 


(xii)         the
CUSIP number of the Notes, and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Notes; and


 


(xiii)        the
section of this Indenture pursuant to which the Notes called for redemption are being redeemed.


 


At
the time that such Notice of Optional Redemption is provided, the Company will issue a press release through such national newswire
service as the Company may then use (or publish the same through such other widely disseminated public medium as the Company
may then use, including the Company’s website) containing the information set forth in the Notice of Optional Redemption.


 


If
the Company elects to redeem all Notes Outstanding, it shall furnish to the Trustee, at or prior to the date notice is to be given
to Holders of such redemption, an Officer’s Certificate stating (a) the clause of this Indenture pursuant to
which the redemption shall occur; (b) the Redemption Date; (c) the principal amount of Notes to be redeemed; (d) the
Redemption Price; (e) that such election has been duly authorized by all requisite corporate action on the part of the Company;
and (f) that such election complies with any applicable covenants or conditions precedent set forth in this Indenture. If
the Company elects to redeem less than all Notes Outstanding, it shall furnish the above information to the Trustee at least five
Business Days prior to the date the related Notice of Optional Redemption is to be sent to Holders of such redemption (unless a
shorter period shall be satisfactory to the Trustee). Any proposed redemption may be cancelled by the Company upon written notice
to the Trustee at any time prior to any Notice of Optional Redemption being sent to any Holder, and, thereafter, such proposed
redemption shall be null and void.


 






    - 82 -


     


    

 


At
the Company’s written request delivered, together with the related Notice of Optional Redemption, at least five Business
Days prior to the date such Notice of Optional Redemption is to be sent (unless a shorter time period shall be acceptable to the
Trustee), the Trustee shall give such Notice of Optional Redemption to each Holder of Notes to be redeemed in the Company’s
name and at the Company’s expense. For the avoidance of doubt, nothing in this Indenture shall require the Trustee or any
Agent to publish such Notice of Optional Redemption in any newspaper, website or other public medium.


 


Section 15.04        Effect
of Notice of Optional Redemption. Once a Notice of Optional Redemption is given, Notes called for redemption become
due and payable on the Redemption Date and at the Redemption Price stated in the Notice of Optional Redemption except for Notes
that are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Notes called for redemption
shall be paid at the Redemption Price stated in the Notice of Optional Redemption.


 


Section 15.05        Deposit
of Redemption Price. If the Paying Agent holds money sufficient to pay the Redemption Price with respect to
any Notes for which a Notice of Optional Redemption has been given, then, immediately on and after the Redemption Date, interest
on such Notes shall cease to accrue (except as provided in the proviso to Section 15.01(ii)), whether or not the Notes are
delivered to the Paying Agent, and all other rights of the Holders of such Notes shall terminate, other than the right to receive
the Redemption Price (and, if applicable, interest as provided in the proviso to Section 15.01(ii)) of such Note.


 


Section 15.06
       Notes Redeemed in Part. Upon surrender
of a Note that is redeemed in part pursuant to an Optional Redemption, the Company shall execute and the Trustee shall authenticate
and deliver (or transfer by book entry) to the Holder a new Note in an Authorized Denomination, equal in principal amount to the
unredeemed portion of the Note surrendered. The Company shall not be required to register the transfer of or exchange any Notes
selected for redemption, in whole or in part, except the unredeemed portion of any Notes being redeemed in part.


 


If only a portion of
a Note is subject to redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be
from the portion of such Note that was subject to redemption.


 


Article 16

Miscellaneous Provisions


 


Section 16.01        Provisions
Binding on Company’s Successors. All the
covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns
whether so expressed or not.


 


Section 16.02        Official
Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force
and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole
successor of the Company.


 






    - 83 -


     


    

 


Section 16.03        Addresses
for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for
all purposes if given or served by overnight courier or by being deposited postage prepaid by registered or certified mail in
a post office letter box addressed (until another address is filed by the Company with the Trustee) to Pacira
BioSciences, Inc., 5 Sylvan Way, Suite 125, Parsippany, NJ 07054, Attention: Chief Financial Officer or sent
electronically in PDF format. 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 or sent electronically in PDF
format.


 


The Trustee, by notice
to the Company, may designate additional or different addresses for subsequent notices or communications. The Trustee agrees to
accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated
persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.
If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the
Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions
notwithstanding that such instructions may conflict or are inconsistent with a subsequent written
instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


 


Any notice or communication
mailed to a Holder shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register
and shall be sufficiently given to it if so mailed within the time prescribed; provided, however, that notices given
to Holders of any Global Note may be given through the facilities of the Depositary therefor (and notice provided in such manner
will be deemed to be “written” notice and to satisfy any requirement in this Indenture or the Notes to “mail”
notice to the applicable Holder).


 


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


 


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


 






    - 84 -


     


    

 


Section 16.04        Governing
Law and Consent to Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW).


 


THE
COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND ANY OF THE
NOTES, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS INDENTURE
SHALL AFFECT ANY RIGHT THAT THE TRUSTEE, ITS AGENTS OR ANY HOLDER OTHERWISE HAS TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS INDENTURE AGAINST THE COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION TO ENFORCE ANY JUDGMENT, ORDER OR PROCESS
ENTERED BY SUCH COURTS SITUATED WITHIN THE STATE OF NEW YORK OR TO ENJOIN ANY VIOLATIONS HEREOF OR FOR RELIEF ANCILLARY HERETO
OR OTHERWISE TO COLLECT ON LOANS OR ENFORCE THE PAYMENT OF ANY NOTES OR TO ENFORCE, PROTECT OR MAINTAIN THEIR RIGHTS AND CLAIMS
OR FOR ANY OTHER LAWFUL PURPOSE. THE COMPANY FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE TRUSTEE, ITS
AGENTS OR ANY HOLDER, IF BROUGHT BY THE COMPANY, SHALL BE BROUGHT ONLY IN NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT.


 


Section 16.05        Evidence
of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture other than an Opinion
of Counsel with respect to an action to be taken on the date hereof in connection with the initial issuance of the Notes, the
Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel (to the extent that the determination
of compliance requires a legal conclusion, but not as to any determination that requires a conclusion with respect to factual
matters) stating that such action is permitted by the terms of this Indenture.


 






    - 85 -


     


    

 


Each Officer’s
Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee
with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08)
shall include (a) a statement that the Person making such certificate is familiar with the requested action and this Indenture;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in
such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation
as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture;
and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture (but,
in the case of the Opinion of Counsel, only to the extent that the determination of compliance requires a legal conclusion, but
not as to any determination that requires a conclusion with respect to factual matters).


 


Section 16.06        Legal
Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date or Maturity
Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next
succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the
delay.


 


Section 16.07        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 16.08        Benefits
of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than
the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors
hereunder or the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 16.09        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 16.10        Authenticating
Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and
exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04
and Section 14.03 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.


 






    - 86 -


     


    

 


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


 


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


 


The Company agrees
to pay to the authenticating agent from time to time such compensation for its services as agreed in writing although the Company
may terminate the authenticating agent (if other than the Trustee), if it determines such authenticating agent’s fees to
be unreasonable.


 


The provisions of
Section 7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 16.10 shall be applicable to
any authenticating agent.


 


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


 


	,	 




 


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


 


	By:	 	 
	 	Authorized Signatory	 



 


Section 16.11        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 16.12       Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 






    - 87 -


     


    

 


Section 16.13        Severability.
In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.


 


Section 16.14        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 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, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility; 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 16.15        Calculations.
The Company shall be responsible for making all calculations called for under the Notes. These calculations include determinations
of the Last Reported Sale Prices of the Common Stock, the Daily Cash Amounts, the Daily Share Amounts, the Daily Conversion Values,
adjustments to the Conversion Price and the Conversion Rate, the amount of Conversion Consideration deliverable in respect of
any conversion, accrued interest payable on the Notes, Additional Interest, determinations as to whether the Notes have become
convertible, the Redemption Price and the Conversion Rate of the Notes. The Company shall make all these calculations in good
faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders. The Company shall provide
a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is
entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee
will forward the Company’s calculations to any Holder upon the written request of that Holder at the sole cost and expense
of the Company.


 


Section 16.16       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]


 






    - 88 -


     


    





 


In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the date first written above.


 





	 	Pacira BioSciences, Inc.
	 	 	 	 
	 	By:	 	/s/ Charles A. Reinhart, III
	 	 	 	Name: Charles A. Reinhart, III
	 	 	 	Title: Chief Financial Officer



 





	 	Wells
Fargo Bank, National Association,
	 	as Trustee
	 	 	 	 
	 	By:	 	/s/
Maddy Hughes
	 	 	 	Name: Maddy
Hughes
	 	 	 	Title: Vice President



 


[Signature
Page to Indenture]


 






     

     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[Include following legend for Global
Notes:]


 


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


 


[Include following legend for Restricted
Securities:]


 


[THE SALE OF THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS NOTE (AND ANY BENEFICIAL INTEREST HEREIN OR THEREIN) MAY NOT BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:


 


		A.	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES;



 


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



 


		C.	TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT; OR



 


		D.	UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF
AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).



 


THE “RESALE
RESTRICTION TERMINATION DATE” MEANS THE DATE: (A) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE DATE
OF THE NOTES; AND (B) ON WHICH THE COMPANY HAS INSTRUCTED THE TRUSTEE THAT THIS LEGEND WILL NO LONGER APPLY IN
ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE.


 






    A-1 


     


    

 


PRIOR TO ANY TRANSFER
PURSUANT TO THE FOREGOING CLAUSES (C) AND (D), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
CERTIFICATIONS, LEGAL OPINIONS (WITH RESPECT TO CLAUSE (D) ONLY) OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE
AND RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


NO
AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING NINETY DAYS MAY PURCHASE, OTHERWISE ACQUIRE
OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.]1


 


Pacira BioSciences, Inc.


 


0.750% Convertible Senior Note due 2025


 


	No. [__]	 	 [Initially
    $[__]]2




 


CUSIP No. [__]3


 


Pacira
BioSciences, 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., or registered assigns,
the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]2[of [__] dollars
($[__])]4,
which amount, taken together with the principal amounts of all other Notes Outstanding (as defined in the Indenture), shall not,
unless permitted by the Indenture (including pursuant to Section 2.10 of
the Indenture), exceed $402,500,000 in aggregate at any time[, in accordance with the Applicable Procedures (as defined
in the Indenture),]2 on the Maturity Date, and interest thereon as set forth below.


 


This
Note shall accrue interest at the rate of 0.750% per year from, and including, [___], or from the date after the most recent date
for which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until, and including,
the Maturity Date. Accrued interest on this Note 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 actual days elapsed over a 30-day month. Interest is payable semi-annually in arrears
on each February 1 and August 1, commencing on [February 1, 2021], to Holders of record at the Close of Business
on the preceding January 15 and July 15 (whether or not such day is a Business Day), respectively. Additional
Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned
Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest
if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or
Section 6.03 and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


 






		1	This legend [Insert if the legend for Global Notes
above was inserted: (other than the first paragraph hereof)] shall be deemed removed from the face of this Security without
further action of the Company, the Trustee, or the holders of this Security at such time as the Company instructs the Trustee
to remove such legend pursuant to Section 2.05(c) of the Indenture.



		2	Include for a Global Note.



		3	At such time as the Company notifies the Trustee to remove the legend pursuant to note 1 above
in accordance with Section 2.05(c) of the Indenture, the CUSIP number for this Security shall be deemed to be CUSIP No. [__].



		4	Include for a Physical Note.



 






    A-2 


     


    

 


Any Defaulted Amounts
shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from,
and including, the calendar day after 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 in lawful
money of the United States at the time to the Depositary or its nominee, as the case may be, as the registered Holder of such Note.
As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes
that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated
the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in New York, New York as a place where
Notes may be presented for payment or for registration of transfer and exchange.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, including provisions giving the Holder of this Note the right
to convert this Note into cash and shares of Common Stock, if any, 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 other than Section 5-1401 of the
General Obligations Law).


 


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


 


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


 


[Remainder of Page Intentionally
Left Blank]


 






    A-3 


     


    

 


In
Witness Whereof, the Company has caused this Note to be duly executed.


 





	 	Pacira
BioSciences, Inc.



 


	Dated:	 	 	By:	
	 	 	Name:
	 	 	Title:



 






    A-4 


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Wells
Fargo Bank, National Association,


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


 


	By:	 	 	 
	 	Authorized Signatory	 	 
	 	 	 	 
	Dated:	 	 	 



 






    A-5 


     


    

 


[FORM OF REVERSE OF NOTE]


 


Pacira BioSciences, Inc.


0.750% Convertible
Senior Note due 2025


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 0.750% Convertible Senior Notes due 2025 (the
 “Notes”), initially limited to the aggregate principal amount of $402,500,000, all issued or to be issued
under and pursuant to an Indenture dated as of July 10, 2020 (the “Indenture”), between the Company and
Wells Fargo Bank, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount,
subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall
have the respective meanings set forth in the Indenture.


 


In the event of certain
Events of Default (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) of the Indenture
with respect to the Company) 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 the 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, the Redemption Price and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note
to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private debts.


 


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


 


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


 






    A-6 


     


    

 


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


 


The Notes are not subject
to redemption through the operation of any sinking fund. All or any portion (in an Authorized Denomination) of the Outstanding
Notes are subject to redemption, at the option of the Company during certain periods, upon the occurrence of certain conditions
and subject to certain exceptions, at a price equal to the Redemption Price, as specified in the Indenture.


 


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 an Authorized Denomination) on the Fundamental Change Repurchase Date
at a price equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions
of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions
specified in the Indenture, prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity
Date, to convert any Notes (or any portion thereof that is in an Authorized Denomination), into cash and shares of Common Stock,
if any, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 


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


 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors
Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 






    A-7 


     


    

 


SCHEDULE
A5


 


SCHEDULE OF EXCHANGES OF NOTES


 


Pacira BioSciences, Inc.


 


0.750% Convertible Senior Notes due 2025


 


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


 


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




 





 





5       Include
for a Global Note.


 






    A-8 


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	Wells Fargo Corporate Trust Services



600 Fourth Street South, 6th Floor


MAC N9300-070


Minneapolis, MN 55415


Email: CMESCONVERSIONS@wellsfargo.com


 


The undersigned registered
owner of this Note hereby exercises the option to convert this Note (or the portion hereof that is in Authorized Denomination)
below designated, into cash and shares of Common Stock, if any, in accordance with the terms of the Indenture referred to in this
Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together
with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered
to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion
of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary,
stamp or similar issue or transfer taxes, if any in accordance with Section 13.02(e) and Section 13.02(f) of
the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note.


 


	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
	 	 



 






    A-9 


     


    

 


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




 






    A-10 


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE
NOTICE]


 


		To:	Wells Fargo Corporate Trust Operations



600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Email: Bondholdercommunications@wellsfargo.com


 


The undersigned registered
owner of this Note hereby acknowledges receipt of a notice from Pacira BioSciences, 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 14.01 of the Indenture
referred to in this Note (1) the entire principal amount of this Note, (or the portion thereof that is in an Authorized Denomination)
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 Business Day immediately following the corresponding Interest Payment Date, accrued and unpaid interest,
if any, thereon to, but excluding, such Fundamental Change Repurchase Date.


 


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


 


	Dated:	 	     _____________________




 


	 	________________________________
	 	 
	 	Signature(s)
	 	 
	 	 
	 	Social Security or Other Taxpayer Identification
    Number
	 	 
	 	Principal amount to be repurchased by the
    Company (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.




 






    A-11 


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


		To:	Wells Fargo Corporate Trust Operations



600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Email: Bondholdercommunications@wellsfargo.com


 


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


 


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


 


		·	To Pacira BioSciences, Inc. or a subsidiary thereof; or



 


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



 


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



 


		·	Under any other available exemption from the registration requirements of the Securities Act of
1933, as amended (including, if available, the exemption provided by Rule 144 under the Securities Act of 1933, as amended,
or any other available exemption from the registration requirements of the Securities Act of 1933, as amended).



 


[Remainder of Page Intentionally
Left Blank]


 






    A-12 


     


    

 


	Dated: ________________________
	 
	 	 
	
	 	 
	 	 
	 	 
	Signature(s)
	 
	 	 
	 
	Signature Guarantee




 


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


 


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


 






    A-13