Exhibit 4.1


 





 



 


LENDINGTREE, INC.







AND







WILMINGTON TRUST, NATIONAL ASSOCIATION,







as Trustee







INDENTURE







Dated as of July 24, 2020


 


0.50% Convertible Senior Notes due 2025


 


 


 






 


 


 






    


     


    

TABLE OF CONTENTS


		 	Page
	 	 	 
	Article 1
	Definitions
	 	 	 
	Section 1.01. 	Definitions	1
	Section 1.02. 	References to Interest	13
	 	 	 
	Article 2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section 2.01. 	Designation and Amount	13
	Section 2.02. 	Form of Notes	13
	Section 2.03. 	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.04. 	Execution, Authentication and Delivery of Notes	16
	Section 2.05. 	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06. 	Mutilated, Destroyed, Lost or Stolen Notes	23
	Section 2.07. 	Temporary Notes	24
	Section 2.08. 	Cancellation of Notes Paid, Converted, Etc	24
	Section 2.09.	 CUSIP Numbers	24
	Section 2.10. 	Additional Notes; Repurchases	24
	 	 	 
	Article 3
	Satisfaction and Discharge
	 	 	 
	Section 3.01. 	Satisfaction and Discharge	25
	 	 	 
	Article 4
	Particular Covenants of the Company
	 	 	 
	Section 4.01. 	Payment of Principal and Interest	26
	Section 4.02. 	Maintenance of Office or Agency	26
	Section 4.03. 	Appointments to Fill Vacancies in Trustee’s Office	26
	Section 4.04. 	Provisions as to Paying Agent	26
	Section 4.05. 	Existence	28
	Section 4.06. 	Rule 144A Information Requirement and Annual Reports	28
	Section 4.07. 	Stay, Extension and Usury Laws	30
	Section 4.08. 	Compliance Certificate; Statements as to Defaults	30
	Section 4.09. 	Further Instruments and Acts	30






 




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	Article 5
	Lists of Holders and Reports by the Company and the Trustee
	 	 	 
	Section 5.01. 	Lists of Holders	30
	Section 5.02. 	Preservation and Disclosure of Lists	31
	 	 	 
	Article 6
	Defaults and Remedies
	 	 	 
	Section 6.01. 	Events of Default	31
	Section 6.02. 	Acceleration; Rescission and Annulment	32
	Section 6.03. 	Additional Interest	33
	Section 6.04. 	Payments of Notes on Default; Suit Therefor	34
	Section 6.05. 	Application of Monies Collected by Trustee	36
	Section 6.06. 	Proceedings by Holders	36
	Section 6.07. 	Proceedings by Trustee	37
	Section 6.08.	 Remedies Cumulative and Continuing	38
	Section 6.09. 	Direction of Proceedings and Waiver of Defaults by Majority of Holders	38
	Section 6.10. 	Notice of Defaults	38
	Section 6.11. 	Undertaking to Pay Costs	39
	 	 	 
	Article 7
	Concerning the Trustee
	 	 	 
	Section 7.01. 	Duties and Responsibilities of Trustee	39
	Section 7.02. 	Reliance on Documents, Opinions, Etc	41
	Section 7.03. 	No Responsibility for Recitals, Etc	42
	Section 7.04. 	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	42
	Section 7.05. 	Monies to Be Held in Trust	42
	Section 7.06. 	Compensation and Expenses of Trustee	42
	Section 7.07. 	Officer’s Certificate as Evidence	43
	Section 7.08. 	Eligibility of Trustee	43
	Section 7.09. 	Resignation or Removal of Trustee	44
	Section 7.10. 	Acceptance by Successor Trustee	45
	Section 7.11. 	Succession by Merger, Etc	45
	Section 7.12. 	Trustee’s Application for Instructions from the Company	46
	 	 	 
	Article 8
	Concerning the Holders
	 	 	 
	Section 8.01. 	Action by Holders	46
	Section 8.02. 	Proof of Execution by Holders	47
	Section 8.03. 	Who Are Deemed Absolute Owners	47
	Section 8.04. 	Company-Owned Notes Disregarded	47
	Section 8.05. 	Revocation of Consents; Future Holders Bound	48



 





 




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	Article 9
	Holders’ Meetings
	 	 	 
	Section 9.01. 	Purpose of Meetings	48
	Section 9.02. 	Call of Meetings by Trustee	48
	Section 9.03. 	Call of Meetings by Company or Holders	49
	Section 9.04. 	Qualifications for Voting	49
	Section 9.05. 	Regulations	49
	Section 9.06. 	Voting	50
	Section 9.07. 	No Delay of Rights by Meeting	50
	 	 	 
	Article 10
	Supplemental Indentures
	 	 	 
	Section 10.01. 	Supplemental Indentures Without Consent of Holders	50
	Section 10.02. 	Supplemental Indentures with Consent of Holders	51
	Section 10.03. 	Effect of Supplemental Indentures	52
	Section 10.04. 	Notation on Notes	52
	Section 10.05. 	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	53
	 	 	 
	Article 11
	Consolidation, Merger, Sale, Conveyance and Lease
	 	 	 
	Section 11.01. 	Company May Consolidate, Etc. on Certain Terms	53
	Section 11.02. 	Successor Corporation to Be Substituted	53
	Section 11.03. 	Opinion of Counsel to Be Given to Trustee	54
	 	 	 
	Article 12
	Immunity of Incorporators, Stockholders, Officers and Directors
	 	 	 
	Section 12.01. 	Indenture and Notes Solely Corporate Obligations	54
	 	 	 
	Article 13
	[Intentionally Omitted]
	 	 	 
	Article 14
	Conversion of Notes
	 	 	 
	Section 14.01. 	Conversion Privilege	55
	Section 14.02. 	Conversion Procedure; Settlement Upon Conversion.	58
	Section 14.03. 	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice	63
	Section 14.04. 	Adjustment of Conversion Rate	65
	Section 14.05. 	Adjustments of Prices	75
	Section 14.06. 	Shares to Be Fully Paid	75



 



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	Section 14.07. 	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	75
	Section 14.08. 	Certain Covenants	77
	Section 14.09. 	Responsibility of Trustee	78
	Section 14.10. 	[Reserved]	78
	Section 14.11. 	Stockholder Rights Plans	78
	Section 14.12. 	Exchange in Lieu of Conversion	79
	 	 	 
	Article 15
	Repurchase of Notes at Option of Holders
	 	 	 
	Section 15.01. 	[Intentionally Omitted].	80
	Section 15.02. 	Repurchase at Option of Holders Upon a Fundamental Change	80
	Section 15.03. 	Withdrawal of Fundamental Change Repurchase Notice	82
	Section 15.04. 	Deposit of Fundamental Change Repurchase Price	83
	Section 15.05. 	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	84
	 	 	 
	Article 16
	Optional Redemption
	 	 	 
	Section 16.01. 	Optional Redemption	84
	Section 16.02. 	Notice of Optional Redemption; Selection of Notes	84
	Section 16.03. 	Payment of Notes Called for Redemption	86
	Section 16.04. 	Restrictions on Redemption	86
	 	 	 
	Article 17
	Miscellaneous Provisions
	 	 	 
	Section 17.01. 	Provisions Binding on Company’s Successors	86
	Section 17.02. 	Official Acts by Successor Corporation	86
	Section 17.03. 	Addresses for Notices, Etc	87
	Section 17.04. 	Governing Law; Jurisdiction	87
	Section 17.05. 	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	88
	Section 17.06. 	Legal Holidays	88
	Section 17.07. 	No Security Interest Created	88
	Section 17.08. 	Benefits of Indenture	89
	Section 17.09. 	Table of Contents, Headings, Etc	89
	Section 17.10. 	Authenticating Agent	89
	Section 17.11. 	Execution in Counterparts	90
	Section 17.12. 	Severability	90
	Section 17.13. 	Waiver of Jury Trial	90
	Section 17.14. 	Force Majeure	90
	Section 17.15. 	Calculations	91
	Section 17.16. 	USA PATRIOT Act	91
	Section 17.17. 	Withholding Taxes	91



 




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EXHIBIT


 


	Exhibit A	Form of Note	A-1



 




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INDENTURE dated as of July 24, 2020 between
LENDINGTREE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section
1.01) and WILMINGTON TRUST, 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 0.50% Convertible Senior Notes due 2025 (the “Notes”), initially
in an aggregate principal amount not to exceed $575,000,000, and in order to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


. 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 14.03(a).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person
means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person
is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time
such determination is made or required to be made, as the case may be, hereunder.


 


“Agent” means any Bid
Solicitation Agent, Custodian, Conversion Agent, Note Registrar, Paying Agent or co-Note registrar.


 


“Authorized Denomination”
shall have the meaning specified in ‎Section 2.03(a).


 


“Bid Solicitation Agent”
means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with
‎Section 14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another
Person to act as Bid Solicitation Agent at any time without prior notice to Holders.


 


“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 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; provided that debt securities that are convertible into or
exchangeable for Capital Stock shall not constitute Capital Stock prior to their conversion or exchange, as the case may be.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


“Common Equity” of any
Person means Capital Stock of such Person that is generally entitled (a) to vote on 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 $0.01 per share, at the date of this Indenture, subject to ‎Section 14.07.


 


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


 


“Company Order” means
a written order of the Company, signed by the Company’s Chief Executive Officer, Chief Accounting 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”), Treasurer or Assistant Treasurer or Secretary or
any Assistant Secretary, and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 


“Corporate Event” shall
have the meaning specified in ‎Section 14.01(b)(iii).


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: LendingTree, Inc.
Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from
time to time by notice to the Holders and the Company).


 




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


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the Observation Period, one fortieth (1/40th) of the product
of (a) the Conversion Rate in effect immediately after the close business on such Trading Day and (b) the Daily VWAP for such Trading
Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 40.


 


“Daily Settlement Amount,”
for each of the 40 consecutive Trading Days during the Observation Period, shall consist of:


 


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


 


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


 


“Daily VWAP” means, for
each of the 40 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “TREE <equity> AQR” (or its equivalent
successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market
value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally
recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall
be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


 


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


 


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


 


“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”
means or include such successor.


 


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


 




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“Effective Date” shall
have the meaning specified in ‎Section 14.03(c), except that, as used
in ‎Section 14.04 and ‎Section
14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange
or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.


 


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


 


“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.


 


“Exchange in Lieu of Conversion”
shall have the meaning specified in ‎Section 14.12(a).


 


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


 


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


 


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


 


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


 


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


 


(a)       a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its
Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a Schedule TO
or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power
of the Common Stock;


 


(b)       the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted
into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one


 




    5


     


    

transaction or a series of transactions
of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other
than one of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (A)
or (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly
or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent
thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately
prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);


 


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


 


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


 


provided, however, that a transaction or transactions
described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received
or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made
pursuant to dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common
stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market
(or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights (subject to the provisions
of ‎Section 14.02(a)). If any transaction in which the Common Stock is replaced by the securities of another entity occurs,
following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been
a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of this definition,
following the effective date of such transaction) references to the Company in this definition shall instead be references to such
other entity.


 


Solely for the purposes of this definition
(but, for the avoidance of doubt, not for purposes of the definition of Make-Whole Fundamental Change), (x) any transaction or
event described in both clause (a) and in clause (b)(A) or (B) above (without regard to the proviso in clause (b)) shall
be deemed to occur solely pursuant to clause (b) above (subject to such proviso).


 


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


 


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


 




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


 


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


 


“given,” with respect
to any notice to be given to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee)
pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted
practices or procedures at the Depositary (in the case of a Global Note) or (x) mailed to such Holder by first class mail, postage
prepaid, at its address as it appears on the Note Register (in the case of a Physical Note), in each case, in accordance with ‎Section
17.03. Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,”
as applicable, under this Indenture.


 


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


 


“Holder,” as applied
to any Note, or other similar terms (but excluding the term “beneficial holder”), 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 January 15 and July 15 of each year, beginning on January 15, 2021.


 


“Last Reported Sale Price”
of the Common Stock (or other security for which a closing sale price must be determined) 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 of Common Stock on that date as reported in composite transactions for
the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the
Common Stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange on the relevant
date, the “Last Reported Sale Price” shall be the last quoted bid price per share of Common Stock (or such other
security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization.
If the Common Stock (or such other security) is not so quoted, the “Last Reported Sale Price” shall be the average
of the mid-point of the last bid and ask prices per share of Common Stock (or such other security) on the relevant date from each
of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. The “Last
Reported Sale Price” shall be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.


 


“Make-Whole Fundamental Change”
means any transaction or event that constitutes a “Fundamental Change” as defined above and determined after giving
effect to any exceptions to


 




    7


     


    

or exclusions from such definition, but
without regard to the proviso in clause (b) of the definition thereof.


 


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


 


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


 


“Material Subsidiary”
means a Subsidiary of the Company that, when consolidated with the Subsidiaries, if any, of such Subsidiary, either (i) generated
10% or more of the consolidated revenues of the Company and its Subsidiaries, taken as a whole or (ii) owns 10% or more of the
consolidated total assets of the Company and its Subsidiaries, taken as a whole, in each case as measured pursuant to the Company’s
financial statements for the most recently ended fiscal quarter or fiscal year included in the reports filed (or deemed filed)
with the Trustee pursuant to ‎Section 4.06(b).


 


“Maturity Date” means
July 15, 2025.


 


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


 


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


 


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


 


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


 


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


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii) below, if the relevant Conversion Date occurs
prior to March 13, 2025, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately
succeeding such Conversion Date; (ii) with respect to any Notes called for redemption (or deemed called for redemption pursuant
to ‎Section 14.01(b)(v)), if the relevant Conversion Date occurs during a Redemption Period with respect to such Notes, the
40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the related Redemption
Date; and (iii) subject to clause (ii) above, if the relevant Conversion Date occurs on or after March 13, 2025, the 40 consecutive
Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 




    8


     


    

“Offering Memorandum”
means the preliminary offering memorandum dated July 20, 2020, as supplemented by the related pricing term sheet dated July 21,
2020, relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer,
the Treasurer, the Secretary, any assistant Treasurer, 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 on behalf of the
Company by an Officer of the Company. Each such certificate shall include the statements provided for in ‎Section 17.05 if
and to the extent required by the provisions of such Section.


 


“1% Exception” means
the provisions set forth in ‎Section 14.04(k).


 


The term “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, reasonably acceptable
to the Trustee that is delivered to the Trustee. Each such opinion shall include the statements provided for in ‎Section 17.05
if and to the extent required by the provisions of such ‎Section 17.05.


 


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


 


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


 


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


 


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


 


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


 


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


 




    9


     


    

(e)       Notes
redeemed pursuant to ‎Article 16; and


 


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


 


“Partial Redemption Limitation”
shall have the meaning specified in ‎Section 16.02(d).


 


“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 14.02(a).


 


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


 


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


 


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


 


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


 


“Redemption Period” means,
with respect to any Optional Redemption, the period from, and including, the date the Company delivers the Redemption Notice for
such Optional Redemption until the close of business on the Scheduled Trading Day immediately preceding the related Redemption
Date.


 


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


 




    10


     


    

such Notes as of the close of business on
such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Share Exchange Event”
has the meaning specified in ‎Section 14.07(a).


 


“Specified Dollar Amount”
means, in respect of the conversion of any Note, the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000
principal


 




    11


     


    

amount of such Notes to be received upon
conversion as specified in the Settlement Notice related to any converted Notes (or as the Company is otherwise deemed to have
elected).


 


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


 


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


 


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


 


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


 


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


 


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


 




    12


     


    

of Notes on such determination date shall
be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such
date of determination.


 


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


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture
Act” means, 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.


 


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


 


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


 


“Wholly Owned Subsidiary”
means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference
to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.


 


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


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01. Designation and Amount.
The Notes shall be designated as the “0.50% Convertible Senior Notes due 2025.” The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is initially limited to $575,000,000, subject to ‎Section 2.10
and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes
to the extent expressly permitted hereunder.


 


Section 2.02. Form of Notes. The
Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and


 




    13


     


    

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


 


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


 


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


 


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


 


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 denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof (an “Authorized Denomination”).
Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note.
Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of the number of days actually elapsed in a 30-day month.


 


(b)       The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest


 




    14


     


    

Payment Date shall be entitled to receive
the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall
be payable at the office or agency of the Company maintained by the Company for such purposes in the continental United States,
which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of
immediately available funds to the account of the Depositary or its nominee. The Company shall pay or cause the Paying Agent to
pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000
or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding
Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application
by such a Holder to the 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.


 


(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 manner set forth in the remainder of this ‎Section 2.03‎(c)‎(i). The Company shall notify the Trustee
in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which
shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier
date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid
in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Amounts pursuant to this ‎Section 2.03‎(c)‎(i). 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 (unless the Trustee shall consent
to an earlier date). The Company shall promptly notify the Trustee of such special record date and the Company, or the Trustee
at the request of and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to such special record
date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such
Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are


 




    15


     


    

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 notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, in such manner of payment as it may 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, facsimile or other
electronic signature of its Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, Secretary,
any assistant Secretary or any of its Executive or Senior Vice Presidents.


 


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


 


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


 


In case any Officer of the Company who shall
have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered
by the Trustee, 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 


 




    16


     


    

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.


 


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


 


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


 


None of the Company, the Trustee, the 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) any Notes, or
a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15 or
(iii) any Notes selected for redemption in accordance with ‎Article
16, except the unredeemed portion of any Note being redeemed in part.


 


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.


 


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 other than to require delivery of such 


 




    17


     


    

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.


 


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


 


(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 that is required to bear the legend set forth in ‎Section 2.05(d),
collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this
‎Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise
waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this ‎Section 2.05(c) and ‎Section 2.05(d), the term
“transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security
(or any voting or economic rights thereto or any beneficial interest therein).


 


Until the date (the “Resale Restriction
Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the
Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if
any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor
or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth
in ‎Section 2.05(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 written notice thereof
to the Trustee):


 


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


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING


 




    18


     


    

OF RULE 144A
UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


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


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


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


 


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


 


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


 


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


 


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) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii)
that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities
Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such
Note for exchange to the Note Registrar in accordance
with the provisions of this ‎Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount,
which shall 


 




    19


     


    

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 any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence have
been satisfied, 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 upon the occurrence of the
Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common
Stock issued upon conversion of the Notes has been declared effective under the Securities Act.


 


Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in this ‎Section 2.05(c)), a Global Note may not be transferred as a whole
or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary
and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately
succeeding paragraph.


 


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


 


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


 


Physical Notes issued in exchange for all
or a part of the Global Note pursuant to this ‎Section 2.05(c) shall be registered in such names and in such Authorized Denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii)
of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and
authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.


 




    20


     


    




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


 


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


 


(d)       Until
the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Note shall
bear a legend in substantially the following form (unless 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 a Note that has been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,
or 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):


 


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


 


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


 


(2)       AGREES
FOR THE BENEFIT OF LENDINGTREE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON
THE CONVERSION 


 




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OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


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


 


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


 


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


 


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


 


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


 


(e)       Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
(or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold
by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption
from the registration requirements of the Securities Act in a


 




    22


     


    

transaction that results in such Note or
Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144). The Company
shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with ‎Section
2.08.


 


Section 2.06. Mutilated, Destroyed, Lost
or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver,
a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note,
or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note
shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may
be 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, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require
a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith
as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that
became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered
for required repurchase or is about to be converted in accordance with ‎Article 14 shall become mutilated or be destroyed,
lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of
or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case
may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be 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 evidence of their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.


 


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, payment, redemption, 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 


 




    23


     


    

hereafter enacted to the contrary with respect to the replacement, payment, redemption,
conversion or repurchase of negotiable instruments or other securities without their surrender.


 


Section 2.07. Temporary Notes. Pending
the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee
shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes
shall be issuable in any Authorized Denomination, and substantially in the form of the Physical Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary
Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and
in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall
execute and deliver to the Trustee or such authenticating agent Physical Notes (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, redemption, registration
of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s
agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation. Concurrently with surrendering such Notes
to the Trustee, the Company shall deliver a cancellation order to the Trustee. All Notes delivered to the Trustee in accordance
with this ‎Section 2.08 shall be canceled promptly by it in accordance with its customary procedures upon receipt of a written
cancellation order from the Company. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise
expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered
to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after
such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request in a Company
Order.


 


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


 



Section 2.10. Additional Notes; Repurchases.
The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional


 



    24


     


    

Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue
price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities
law 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 which such Opinion
of Counsel shall state that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.


 


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 cash-settled derivatives, in each case,
without prior notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to
cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section
2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their cancellation, and the Trustee, upon
receipt of a cancellation order, shall cancel all Notes so surrendered.


 


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 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 Notes which
have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in ‎Section 2.06)
have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or, in the case of
shares of Common Stock, the Company has delivered to Holders, as applicable, after the Notes have become due and payable,
whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash
(or cash, shares of Common Stock (or other Reference Property) or a combination thereof, as applicable, solely to satisfy the
Company’s Conversion Obligation) sufficient to pay all of the outstanding Notes and all other sums due and payable
under 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 ‎Article 7 shall survive in accordance with the terms
thereof.


 




    25


     


    




Article
4

Particular Covenants of the Company


 


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


 


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


 


The Company may also from time to time designate
as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the continental United States, for such purposes.
The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. The terms “Paying Agent” and “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 as the office or
agency in the continental United States, where Notes may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase or for conversion and where notices and demands in respect of the Notes and this Indenture may be served.


 


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


 


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


 


(i)       that
it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental
Change Repurchase Price,


 



    26


     


    


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
Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes
when the same shall be due and payable; and


 


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


 


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


 


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


 


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


 


(d)       Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including
the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration
due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and
the Fundamental Change Repurchase Price, if applicable), interest or consideration
due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s
Certificate, or (if 


 




    27


     


    

then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of
the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business
Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid or delivered to the Company.


 


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
and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company
shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee
and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable
upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to
facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.


 


(b)       The
Company shall deliver to the Trustee, within 15 days after the same are required to be filed with the Commission (after giving
effect to any grace period provided by Rule 12b-25 under the Exchange Act), 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, or with respect to which the Company is actively seeking, confidential treatment and
any correspondence with the Commission). Any such document or report that the Company files with the Commission via the Commission’s
EDGAR system shall be deemed to be delivered to the Trustee for purposes of this ‎Section 4.06(b) at the time such documents
are filed via the EDGAR system.


 


(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 Officer’s Certificates). The Trustee shall have no liability or responsibility for the
filing, timeliness or content of any such report or document.


 


(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


 



    28


     


    


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 pursuant to Rule 144 by Holders other than
the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes (other than
any restrictive legends on the Notes issued on the date hereof)), the Company shall pay Additional Interest on the Notes. Such
Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for
each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise
freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s
Affiliates at any time during the three months immediately preceding). 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 does 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, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without
restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th day after the last date
of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of
the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with ‎Section
2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than
the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes.


 


(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. However, in no event shall any Additional Interest that may accrue as a result of the Company’s failure 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), as described in
‎Section 4.06‎(d), together with any Additional Interest payable at the Company’s election as the remedy for an Event
of Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b), accrue
at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise
to the requirement to pay such Additional Interest.


 




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(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, no later than five Business Days prior to the applicable payment date, 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.


 


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 at its Corporate Trust Office, 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
stating whether the signers thereof have knowledge of any Event of Default or Default that occurred during the previous year and,
if so, specifying each such Event of Default or Default and the nature thereof.


 


In addition, the Company shall deliver to
the Trustee at its Corporate Trust Office, within 30 days after the occurrence 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, not more than 15 days
after each January 1 and July 1 in each year beginning with January 1, 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


 




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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.


 


Article
6

Defaults and Remedies


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)       default
by the Company or any Material Subsidiary with respect to any mortgage, agreement or other instrument under which there may be
outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $30,000,000 (or its
foreign currency equivalent) in the aggregate of the Company and/or any such Material Subsidiary, whether such indebtedness now
exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting
a failure to


 




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pay the principal or interest of any such
indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;


 


(h)       a
final judgment or judgments for the payment of $30,000,000 (or its foreign currency equivalent) or more (excluding any amounts
covered by insurance) in the aggregate rendered against the Company or any Material Subsidiary, which judgment is not discharged,
bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such
appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


(i)       the
Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or any such Material 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 Material 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 Material Subsidiary seeking liquidation, reorganization
or other relief with respect to the Company or such Material 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 Material Subsidiary or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.


 


Section 6.02. Acceleration; Rescission
and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every
such case (other than an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) 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 (and not involving solely one
or more of its Material Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any,
on, all Notes shall become and shall automatically be immediately due and payable.


 




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The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable,
and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon
all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue
installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and
on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to ‎Section 7.06, and
if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing
Events of Default, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have
become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.09, then and in every such case
(except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect
to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent
thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect
any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental
Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes
when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.


 


Section 6.03. Additional Interest.
Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b)
shall after the occurrence of such an Event of Default consist exclusively
of the right to receive Additional Interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount
of the Notes outstanding for each day during the period beginning on, and including, the date on which such Event of Default first
occurs and ending on the earlier of (x) the date on which such Event of Default is cured or validly waived in accordance with this
‎Article 6 and (y) the 90th day immediately following, and including, the date on which such Event of Default first occurs
and (ii) if such Event of Default has not been cured or validly waived prior to the 91st day immediately following, and including,
the date on which such Event of Default first occurs, 0.50% per annum of the principal amount of Notes outstanding for each day
during the period beginning on, and including, the 91st day immediately following, and including, the date on which such Event
of Default first occurs and ending on the earlier of (x) the date on which the Event of Default is cured or validly waived in accordance
with this ‎Article 6 and (y) the 180th day immediately following, and including, the date on which such event of default first
occurs. 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), subject to the second immediately succeeding paragraph.
If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest
payable on the


 




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Notes. On the 181st day after such Event
of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 181st
day), the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The provisions of this paragraph
will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s
failure to comply with its obligations as set forth in ‎‎Section 4.06(b). In the event the Company does not elect to pay
Additional Interest following an Event of Default in accordance with this ‎Section 6.03 or the Company elected to make such
payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in
‎Section 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning
of such 180-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as
provided in ‎Section 6.02.


 


In no event shall Additional Interest payable
at the Company’s election as the remedy for an Event of Default relating to the Company’s failure to comply with its
obligations as set forth in ‎Section 4.06(b), together with any Additional Interest that may accrue as a result of the Company’s
failure 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), pursuant to ‎Section 4.06(d), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of
the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 


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


 


In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States
Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other


 




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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 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their
creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of any amounts due to the Trustee under ‎Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of
the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses,
advances and disbursements, including reasonable agents and counsel fees, and including any other amounts due to the Trustee under
‎Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of 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.


 


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


 


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


 


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


 


In case the Trustee shall have proceeded
to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver
pursuant to ‎Section 6.09 or any rescission and annulment pursuant to ‎Section 6.02 or for any other reason or


 




    35


     


    

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


 


First, to the payment of all amounts
due the Trustee hereunder;


 


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;


 


Third, in case the principal of the
outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including,
if applicable, the payment of the Redemption Price and 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 Redemption Price and the Fundamental Change Repurchase Price and any
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 Redemption Price and 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 Redemption Price and the Fundamental
Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion,
no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver,
trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:


 




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


 


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


 


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


 


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


 


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


 


it being understood and intended, and being
expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more
Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders (except as otherwise provided herein) (it being understood that the Trustee shall have no obligation to determine
whether any such action or inaction would unduly prejudice the rights of another Holder). 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.


 


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


 


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.


 




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


 


Section 6.09. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at
the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule
of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Notes
waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid
interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes
when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a failure by the Company to repurchase any
Notes when required or to pay or deliver, as the case may be, 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.


 


Section 6.10. Notice of Defaults.
The Trustee shall, within 90 days after the Trustee has received written notice of the occurrence and continuance of a Default
of which a Responsible Officer has actual knowledge, deliver to all Holders notice of all such Defaults, unless such Defaults shall
have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment
of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and
unpaid interest on, any


 




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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 the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.


 


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


 


Article
7

Concerning the Trustee


 


Section 7.01. Duties and Responsibilities
of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the 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; provided that 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 satisfactory to the Trustee against any loss, liability or expense that might
be incurred by it in compliance with such request or direction.


 


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


 


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


 




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


 


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


 


(g)       all
cash received by the Trustee shall be held in cash and the Trustee shall have no obligation to invest any amounts held hereunder;
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


 




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protections afforded to the Trustee pursuant
to this ‎Article 7 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.


 


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


 


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


 


(b)       any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
or an Opinion of Counsel (or both) (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.
The Trustee will not be liable for any action it takes or omits to take in good faith reliance on such Officer’s Certificate
or Opinion of Counsel;


 


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


 


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


 


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


 


(f)       the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be


 




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enforceable by, the Trustee in each of its
capacities hereunder, and each agent (including the Agents), Custodian and other Person employed to act hereunder;


 


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


 


(h)       the
permissive rights of the Trustee or an Agent enumerated herein shall not be construed as duties and, with respect to such permissive
rights, neither the Trustee nor any Agent shall be answerable for other than its gross negligence or willful misconduct.


 


In no event shall the Trustee be liable
for any punitive, indirect, incidental, special 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 at its Corporate Trust Office by the Company or by any Holder of the Notes,
and such notice references the Notes and 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. The Trustee shall not be accountable
for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee
in conformity with the provisions of this Indenture.


 


Section 7.04. Trustee, Paying Agents,
Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent,
Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion
Agent, Bid Solicitation Agent or Note Registrar. The rights protections and indemnities afforded the Trustee hereunder shall apply
to each agent of the Trustee acting hereunder.


 


Section 7.05. 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 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 by the Company and the Trustee.


 


Section 7.06. Compensation and Expenses
of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
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


 




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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 compensation and the reasonable 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. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document
or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against,
any loss, claim, damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee,
its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or
in connection with the acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and
expenses of defending themselves against any claim of liability. The obligations of the Company under this ‎Section 7.06 to
compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured
by a senior lien and claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee,
except, subject to the effect of ‎Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes.
The Trustee’s right to receive payment of any amounts due under this ‎Section 7.06 shall not be subordinate to any other
liability or indebtedness of the Company. The obligation of the Company under this ‎Article 7 shall survive the satisfaction
and discharge of this Indenture and the resignation or removal of the Trustee and the earlier resignation or removal of the Trustee.
The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification
provided in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 


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


 


Section 7.07. 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 be deemed to be conclusively
proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate shall be
full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 


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


 




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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.


 


Section 7.09. Resignation or Removal
of Trustee. Article 11 The Trustee may at any time resign by giving 30 days’ written notice of such resignation to the
Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in duplicate, executed by order of the 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 giving of such notice of resignation to the Holders, the
resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months
(or since the date of this Indenture) may, subject to the provisions of ‎Section 6.11, on behalf of himself or herself and
all others similarly situated, petition any such court for the appointment of a successor trustee at the cost of the Company. 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, upon 30 days’ written
notice to the Trustee, 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 (or since the date of this Indenture) may, on behalf of himself or herself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint
a successor trustee.


 


(c)       The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with ‎Section
8.04, may, upon 30 days’ written notice to the Trustee, remove the Trustee and nominate a successor trustee that shall be
deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects
thereto (and no Event of Default shall have occurred and be continuing), in


 




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which case the Trustee so removed or any
Holder, upon the terms and conditions and otherwise as in ‎Section 7.09(a) provided, may petition any court of competent jurisdiction
for an appointment of a successor trustee at the cost of the Company.


 


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


 


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


 


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


 


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


 


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


 




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


 


Article
8

Concerning the Holders


 


Section 8.01. Action by Holders.
Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes
may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein
may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by
agent or proxy appointed in writing, or  (b) by the record of the Holders voting in favor thereof at any meeting of Holders
duly called and held in accordance with the provisions of ‎Article 9, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action
by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation,
a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not
more than fifteen days prior to the date of commencement of solicitation of such action.


 




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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
(including any Redemption Price and any Fundamental Change Repurchase Price) of and (subject to ‎Section 2.03) accrued and
unpaid interest on such Note, for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor
any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered
holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time
being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual
to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to
the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note
may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary
or any other Person, such holder’s right to exchange such beneficial interest for a 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 Affiliate
of 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 relying on any such direction, consent,
waiver or other action only Notes that a Responsible Officer knows are so owned shall be so disregarded. Notes so owned that have
been pledged in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04 if the pledgee shall establish
to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the
Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known
by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to ‎Section 7.01,
the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.


 




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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 (in each case, as permitted under this Indenture) and its consequences,
or to take any other action authorized to be taken by Holders pursuant to any of the provisions of ‎Article 6;


 


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


 


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


 


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


 


Section 9.02. Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time
and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant
to ‎Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices
shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.


 


Any meeting of Holders shall be valid without
notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the
meeting by


 




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the Holders of all Notes then outstanding,
and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting,
waived notice.


 


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


 


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


 


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


 


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


 


Subject to the provisions of ‎Section
8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes
held or represented by him, her or it; 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 him, her or it or instruments in writing as aforesaid
duly designating him, her or 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.


 




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


 


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


 


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


 


Article
10

Supplemental Indentures


 


Section 10.01. Supplemental Indentures
Without Consent of Holders. Notwithstanding anything to the contrary in ‎Section 10.02, the Company, when authorized by
the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time
enter into an indenture or indentures supplemental hereto for one or more of the following purposes:


 


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


 


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


 


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


 


(d)       to
secure the Notes;


 




    50


     


    

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


 


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


 


(g)       to
irrevocably elect a Settlement Method and/or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate the Company’s
right to elect a Settlement Method; provided, however, that no such election or elimination shall affect any Settlement
Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 14.02;


 


(h)       in
connection with any Share Exchange Event, to provide that the Notes are convertible into units of Reference Property, subject to
the provisions of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required
by ‎Section 14.07; or


 


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


 


Upon the written request of the Company,
the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, 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 the Notes then outstanding (determined in accordance with ‎Article 8 and including, without
limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized
by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of 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 amount of Notes whose Holders must consent to an amendment;


 


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


 


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


 


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


 




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


 


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


 


(g)       change
the ranking of the Notes; or


 


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


 


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 give to the Holders (with a copy
to the Trustee) 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.


 


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 reasonably acceptable to the Company and 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 17.10) and delivered in exchange for the Notes
then outstanding, upon surrender of such Notes then outstanding.


 




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Section 10.05. Evidence of Compliance
of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by ‎Section 17.05, the Trustee
shall receive an 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 and is permitted or authorized by this Indenture, and an
Opinion of Counsel stating that such supplemental indenture is a valid and binding obligation of the Company, enforceable against
the Company and any guarantors, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity
principles.


 


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, by supplemental indenture all of the obligations of the Company under the
Notes and 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.


 


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, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the
principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be,
of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the
case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company,
with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company any or


 




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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. Opinion of Counsel to
Be Given to Trustee. If such Successor Company is not the Company, no such 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

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 




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Article
13

[Intentionally Omitted]


 


Article
14

Conversion of Notes


 


Section 14.01. Conversion Privilege.
(a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right,
at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount
or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b),
at any time prior to the close of business on the Business Day immediately preceding March 13, 2025 under the circumstances and
during the periods set forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b),
on or after March 13, 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 2.1683 shares of Common Stock (subject to adjustment as provided in
this ‎Article
14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with,
the settlement provisions of ‎Section 14.02, the “Conversion Obligation”).


 


(b)       (i) Prior to the close of business on the Business Day immediately preceding March 13, 2025, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day
period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period
was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading
Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition
of Trading Price set forth in ‎Section 1.01. At such time as the Company directs the Bid Solicitation Agent (if other than
the Company) in writing to solicit bid quotations, 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, and the Company shall direct those securities dealers to
provide bids to the Bid Solicitation Agent in accordance with the definition of Trading Price. 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 in writing, and the Company shall have no obligation to make such request (or, if the Company
is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount
of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes
on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day
and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than
the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price
per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive 


 




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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 in writing 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 in writing 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 Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the
Conversion Agent (if other than the Trustee) in writing.


 


(ii)       If,
prior to the close of business on the Business Day immediately preceding March 13, 2025, the Company elects to:


 


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


 


(B)       distribute
to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities
of the Company, which distribution has a per share value, as determined by the Company in good faith and in a commercially reasonable
manner, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately 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) at least 50 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its
Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend
Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take
place, in each case, even if the Notes are not otherwise convertible at such time.


 




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(iii)       If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding March 13, 2025, regardless of whether a Holder has the right to require the Company to
repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a Share Exchange Event that occurs prior to
the close of business on the Business Day immediately preceding March 13, 2025 (each such Fundamental Change, Make-Whole Fundamental
Change or Share Exchange Event, a “Corporate Event”), then, in each case, all or any portion of a Holder’s
Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the 35th Trading
Day after such effective date or, if such Corporate Event also constitutes a Fundamental Change, until the related Fundamental
Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such
Corporate Event and the related conversion right within two Business Days following the effective date of such Corporate Event.
If the Company does not provide such notice by the second Business Day after such effective date, then the last day on which the
Notes are convertible pursuant to this ‎Section 14.01(b)(iii) as a result of such Corporate Event shall be extended by the
number of Business Days from, and including, the second Business Day after such effective date to, but excluding, the date on which
the Company provides the notice.


 


(iv)       Prior
to the close of business on the Business Day immediately preceding March 13, 2025, a Holder may surrender all or any portion of
its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on 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, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading
Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2020 whether the Notes
may be surrendered for conversion in accordance with this clause ‎(iv) and shall notify the Holders, the Conversion Agent and
the Trustee in writing if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor the Conversion
Agent shall have any duty to determine or verify the Company’s determination of whether the conditions to conversion set
forth in this ‎Section 14.01(b)(iv) have been met.


 


(v)       If
the Company calls any or all of the Notes for redemption pursuant to ‎Article 16, Holders may surrender for conversion Notes
that have been so called (or deemed called in accordance with the last sentence of this clause (v)) for redemption at any time
prior to the close of business on the Scheduled Trading Day immediately prior to the Redemption Date, even if such Notes are not
otherwise convertible at such time. After that time, the right to convert such Notes on account of such Redemption Notice shall
expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes called (or deemed called
in accordance with the last sentence of this clause (v)) for redemption may convert all or any portion of such Notes called (or
deemed called in accordance with the last sentence of this clause (v)) for


 




    57


     


    

redemption until the Redemption Price has
been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16,
and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before
the close of business on the 42nd Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial
interest, as applicable, is to be redeemed pursuant to such redemption, then, notwithstanding anything to the contrary in this
Indenture or the Notes, such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as
applicable, at any time before the close of business on the Scheduled Trading Day immediately prior to such Redemption Date, unless
the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled
to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and
in each case each such conversion shall be deemed to be of a Note called for redemption (including, without limitation, for purposes
of ‎Section 14.03).


 


Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


(a)       Subject
to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note, the Company shall pay
or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,
cash (“Cash Settlement”), shares of Common Stock, together, if applicable, with cash in lieu of delivering any
fractional share of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Physical Settlement”)
or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share
of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Combination Settlement”),
at its election, as set forth in this ‎Section 14.02.


 


(i)       All
conversions of Notes called for redemption (or deemed called for redemption pursuant to ‎Section 14.01(b)(v)) for which the
relevant Conversion Date occurs during the related Redemption Period, and all conversions for which the relevant Conversion Date
occurs on or after March 13, 2025, shall be settled using the same Settlement Method.


 


(ii)       Except
for any conversions referred to in ‎Section 14.02(a)(i) for which the relevant Conversion Date occurs during a Redemption Period,
and any conversions for which the relevant Conversion Date occurs on or after March 13, 2025, the Company shall use the same Settlement
Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement
Method with respect to conversions with different Conversion Dates.


 


(iii)       If,
in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case
may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method
in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice in writing
to converting Holders (with a written copy to the


 




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Trustee and the Conversion Agent (if other
than the Trustee)) no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or,
in the case of (x) any conversions of Notes called for redemption (or deemed called for redemption pursuant to ‎Section 14.01(b)(v))
for which the relevant Conversion Date occurs during a related Redemption Period, in the relevant Redemption Notice, or (y) any
conversions of Notes for which the relevant Conversion Date occurs on or after March 13, 2025, no later than March 13, 2025). If
the Company calls all or any Notes for redemption and the related Redemption Date is on or after March 13, 2025, then the Settlement
Method that the Company elects to apply for conversions pursuant to ‎Section 14.01(b)(v) with a Conversion Date occurring during
the related Redemption Period must be the same Settlement Method that applies to all conversions with a Conversion Date that occurs
on or after March 13, 2025. If the Company does not elect a Settlement Method with respect to a conversion prior to the deadline
set forth in the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical
Settlement for such conversion and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion
Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000, for such conversion.
Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the
relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers
a Settlement Notice to Holders electing Combination Settlement in respect of its Conversion Obligation but does not indicate a
Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000
principal amount of Notes shall be deemed to be $1,000.


 


By notice to Holders of the Notes,
the Trustee and the Conversion Agent (if other than the Trustee), the Company may, prior to March 13, 2025, at its option, irrevocably
elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement Method that the Company is then permitted
to elect for all Conversion Dates occurring subsequent to delivery of such notice. Notwithstanding the foregoing, no such irrevocable
election shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to
this ‎Section 14.02. For the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need
to amend this Indenture or the Notes, including pursuant to ‎Section 10.01(g). However, the Company may nonetheless choose
to execute such an amendment at the Company’s option.


 


If the Company irrevocably fixes
the Settlement Method pursuant to the immediately preceding paragraph, then the Company shall either post the fixed Settlement
Method on its website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission.


 


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


 




    59


     


    

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


 


(B)       if
the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay
to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum
of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and


 


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


 


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


 


(b)       Subject
to ‎Section 14.02(e), 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
procedures of the Depositary in effect at that time and, if required, pay to the Company funds equal to interest payable on
the next Interest Payment Date as set forth in ‎Section 14.02(h) and (ii) in the case of a Physical Note (1)
complete, manually sign and deliver a medallion-stamped guaranteed irrevocable notice to the Conversion Agent as set forth in
the Form of Notice of Conversion (a “Notice of Conversion”) at the office of the Conversion Agent and
state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such
Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the
Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied
by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish
appropriate endorsements and transfer documents and (4) if required, pay to the Company funds equal to interest payable on
the next Interest Payment Date as set forth in ‎Section 14.02(h). The Trustee (and if different, the Conversion Agent)
shall notify the Company


 




    60


     


    

of any conversion pursuant to this ‎Article
14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder
thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has
not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 15.03.


 


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


 


(c)       A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎‎Section
14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the
Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical
Settlement (provided that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding
the Maturity Date, the Company shall settle the related conversion on the Maturity Date), or on the second Business Day immediately
following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock
are due to a converting Holder, the Company shall issue and deliver (or otherwise cause to be issued and delivered) to such Holder,
or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in
book-entry format through the Depositary, in satisfaction of the Company’s Conversion Obligation.


 


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


 


(e)       If
a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the
issue 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 Company may refuse
to deliver the certificates (or book-entry evidence) representing the shares of Common Stock being issued in a name other than
the Holder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with
the immediately preceding sentence.


 




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


 


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


 


(h)       Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued
and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if
Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on
such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date
notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record
Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount
of interest payable on the Notes so converted; provided, 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 on or prior to the Business Day immediately following the corresponding Interest Payment Date;
(3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the
Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any
Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders
of record as of the close of business on the Regular Record Date immediately preceding the Maturity Date shall receive the full
interest payment due on the Maturity Date in cash regardless of whether their Notes have been converted following such Regular
Record Date, and the converting Holder shall not be required to make a corresponding payment.


 


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


 




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


 


Section 14.03. Increased Conversion Rate
Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice. (a)
If (x) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company gives a Redemption
Notice with respect to any or all of the Notes in accordance with ‎Section 16.02 and, in each case, a Holder elects to convert
any Note in connection with such Make-Whole Fundamental Change or Redemption Notice, as the case may be, then the Company shall,
under the circumstances set forth below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of
additional shares of Common Stock (the “Additional Shares”), as set forth below. A conversion of Notes shall
be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of
Conversion is received by the Conversion Agent from, and including, the Effective Date of such Make-Whole Fundamental Change up
to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole
Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof,
the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). A conversion of Notes called for redemption (or deemed called for redemption pursuant to
‎Section 14.01(b)(v)) shall be deemed for these purposes to be “in connection with” a Redemption Notice if the
relevant Conversion Date occurs during the related Redemption Period. For the avoidance of doubt, the Company shall increase the
Conversion Rate in connection with a Redemption Notice only with respect to conversions of Notes called (or deemed called) for
redemption, and not for Notes not called (or deemed called) for redemption. Accordingly, if the Company elects to redeem less than
all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes not called for redemption shall not be entitled
to convert such Notes on account of the Redemption Notice and shall not be entitled to an increased Conversion Rate for conversions
of such Notes on account of the Redemption Notice during the related Redemption Period if such Notes are otherwise convertible,
except in the limited circumstances set forth under ‎Section 14.01(b)(v).


 


(b)       Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Redemption Notice, the Company shall, at
its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance
with ‎Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described
in clause (b) of the definition of Fundamental Change that constitutes a Share Exchange Event, the Reference Property of which
is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole


 




    63


     


    

Fundamental Change, the Conversion Obligation
shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied
by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day following
the Conversion Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of
the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date.


 


(c)       The
number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice,
as the case may be (in each case, the “Effective Date”), and the price (the “Stock Price”)
paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or with respect to the Optional
Redemption, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole
Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid
per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading
Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change
or the date the Company sends the Redemption Notice, as the case may be. The Company shall make appropriate adjustments to the
Stock Price, in its good faith determination and in a commercially reasonable manner, to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective
Date (as such term is used in ‎Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day
period.


 


(d)       The
Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate
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 14.04.


 


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


 




    64


     


    

	 	Stock
    Price
	Effective
    Date	$354.76

        	$375.00

        	$425.00

        	$461.19

        	$500.00

        	$550.00

        	$599.55

        	$650.00

        	$700.00

        	$800.00

        	$1,000.00

        	$1,200.00

        	$1,400.00

        
	July 24, 2020	0.6505	0.5996	0.4476	0.3658	0.2969	0.2291	0.1788	0.1398	0.1101	0.0689	0.0266	0.0090	0.0019
	July 15, 2021	0.6505	0.5994	0.4397	0.3545	0.2834	0.2143	0.1639	0.1254	0.0967	0.0578	0.0200	0.0056	0.0006
	July 15, 2022	0.6505	0.5918	0.4221	0.3332	0.2602	0.1908	0.1413	0.1046	0.0779	0.0432	0.0122	0.0022	0.0000
	July 15, 2023	0.6505	0.5722	0.3900	0.2969	0.2225	0.1542	0.1078	0.0751	0.0525	0.0253	0.0047	0.0001	0.0000
	July 15, 2024	0.6505	0.5351	0.3305	0.2314	0.1572	0.0951	0.0578	0.0347	0.0208	0.0069	0.0001	0.0000	0.0000
	July
    15, 2025	0.6505	0.4983	0.1846	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000


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


 


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


 


(ii)       if
the Stock Price is greater than $1,400.00 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 $354.76 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes exceed 2.8188 shares of Common Stock, subject to adjustment in the
same manner as the Conversion Rate pursuant to ‎Section 14.04.


 


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


 


Section 14.04. Adjustment of Conversion
Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except
that the Company shall not make any adjustments to the Conversion Rate if each Holder of the Notes participates (other than in
the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms
as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section
14.04, without having to convert such Holder’s Notes, as if such Holder held a number of shares of


 




    65


     


    

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 all or substantially all outstanding shares
of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based
on the following formula:


 





 


where,


 


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



 


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


 


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


 




    66


     


    




 


where,


 


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



 

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


 


For purposes of this ‎Section 14.04(b)
and for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders
to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common
Stock 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 Company in good faith and in a commercially
reasonable manner.


 


(c)       If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or
rights, options or warrants to acquire its Capital Stock


 




    67


     


    

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 but for the 1% Exception) pursuant to ‎Section 14.04(a) or ‎Section 14.04(b), (ii) dividends or
distributions paid exclusively in cash as to which the provisions set forth in ‎Section 14.04(d) shall apply, (iii) rights
issued pursuant to a rights plan, except to the extent set forth in Section 14.11, (iv) any distributions of Reference Property
in exchange for the Common Stock in connection with a Share Exchange Event and (v) Spin-Offs as to which the provisions set forth
below in this ‎Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or
property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”),
then the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


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



 

Any increase made under the portion of this
‎Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution.
If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common
Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If
the Company determines the “FMV” (as defined above) of any distribution for purposes of this ‎Section 14.04(c)
by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market
over the same period used in computing the Last Reported


 




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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event as set forth in ‎Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.



 


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


 




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including, the Ex-Dividend Date for the
Spin-Off to, and including, the last Trading Day of such Observation Period.


 


For purposes of this ‎Section 14.04(c)
(and subject in all respect to ‎Section 14.11), rights, options
or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of
the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options
or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred
with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the
Common Stock, shall be deemed not to have been distributed for purposes of this ‎Section 14.04(c) (and no adjustment to the
Conversion Rate under this ‎Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon
such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to
the Conversion Rate shall be made under this ‎Section 14.04(c). If any such right, option or warrant, including any such existing
rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which
such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets,
then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date
with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall
be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any
distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described
in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount
for which an adjustment to the Conversion Rate under this ‎Section 14.04(c) was made, (1) in the case of any such rights, options
or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption
or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the
Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the
case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or
holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options
or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights,
options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall
be readjusted as if such rights, options and warrants had not been issued.


 


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


 


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


 


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


 




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then, in either case, (1) such dividend or
distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution
to which this ‎Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment
required by this ‎Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution
and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required
by ‎Section 14.04(a) and ‎Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Company
(I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend
Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution
shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date”
within the meaning of ‎Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend
Date” within the meaning of ‎Section 14.04(b).


 


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


 





 


where,


 


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



 

Any increase pursuant to this ‎Section 14.04(d) shall become
effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or
distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines
not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0”
(as defined above), then, in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount
of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder
would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date
for such cash dividend or distribution.


 




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(e)       If
the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (other than
an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act or any successor rule), to the extent that the cash
and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported
Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding
the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be
increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable manner) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.



 

The increase to the Conversion Rate under
this ‎Section 14.04(e) shall occur at the close of business
on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange
offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the
relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding
the expiration date of any tender or exchange offer, references to “10” or “10th” in


 




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the preceding paragraph shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and
the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement
or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion
and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any
tender or exchange offer, references to “10” or “10th”
in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration
date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day. In
addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the 10th Trading Day immediately
preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10”
or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion
of Notes, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date
such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period.


 


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


 


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


 


(h)       In
addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04,
and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s
securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least
20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition,
to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s
securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common
Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either
of the preceding two sentences, the Company shall deliver to the Holder of each Note a notice of the increase at least


 




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15 days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be
in effect.


 


(i)       Notwithstanding
anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:


 


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


 


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


 


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


 


(iv)       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 14.04‎(e);


 


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


 


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


 


(j)       All
calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest
one-ten thousandth (1/10,000th) of a share.


 


(k)       The
Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least
1% in the Conversion Rate; provided that the Company shall carry forward any adjustments that are less than 1% of the Conversion
Rate and make such carried-forward adjustments, regardless of whether the aggregate adjustment is at least 1%, (i) on the effective
date for any Make-Whole Fundamental Change and/or Fundamental Change, (ii) prior to the close of business on the Conversion Date
for any Note as to which Physical Settlement applies or in respect of any conversion following a replacement of the Common Stock
by Reference Property consisting solely of cash, (iii) prior to the open of business on each Trading Day of any Observation Period
in respect of the conversion of any Note as to which Cash Settlement or Combination Settlement applies (other than as set forth
in clause (ii) above), (iv) on the date the Company sends a Redemption Notice for all or any Notes; (v) on the date on which all
such deferred adjustments would result in an aggregate change to the Conversion Rate of at least 1% and (vi) on March 13, 2025.


 


(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


 




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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 deliver such
notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.


 


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


 


Section 14.05. Adjustments of Prices.
Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation
Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change or Optional Redemption),
the Company shall make appropriate adjustments to each in good faith and in a commercially reasonable manner to account for any
adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the
Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs, at any time during the period when
the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


Section 14.06. 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 14.03 and that at the time of computation of such
number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable).


 


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


 


(a)       In
the case of:


 


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


 


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


 




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(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) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange
Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount
of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination
thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange
Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference
Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to
receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the
successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section
10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however,
that at and after the effective time of the Share Exchange Event (A) the Company shall continue to have the right to determine
the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section
14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue
to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of
the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that
a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the
Daily VWAP and the Last Reported Sale Price (including, without limitation, for purposes of Article 16) shall be calculated based
on the value (as determined by, or in the manner proscribed by, the Board of Directors) of a unit of Reference Property.


 


If the Share Exchange Event causes the Common
Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in
part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be
deemed to be the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference
Property for purposes of the immediately preceding paragraph shall refer to the weighted average of the consideration referred
to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share
Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange
Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal
to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section
14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy
the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant Conversion
Date. The Company shall notify Holders, the


 




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Trustee and the Conversion Agent (if other
than the Trustee) of such weighted average as soon as practicable after such determination is made.


 


Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this ‎Article 14. If, in the case of any Share Exchange Event, the Reference
Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person
other than the successor or purchasing corporation, as the case may be, in such Share Exchange 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 consider in good faith necessary by reason of the foregoing, including the provisions
providing for the purchase rights set forth in ‎Article 15.


 


(b)       When
the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, 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 a unit of Reference Property after any such Share Exchange Event, any adjustment to be
made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof
to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within
20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental
indenture.


 


(c)       The
Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07. None
of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes, as set forth in ‎Section 14.01
and ‎Section 14.02 prior to the effective date of such Share Exchange Event.


 


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


 


Section 14.08. Certain Covenants.
(a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and
non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.


 


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


 


(c)       The
Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated
quotation system the Company will use its reasonable best efforts to list and keep listed, so long as the Common Stock shall be
so listed


 




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on such exchange or automated quotation
system, any Common Stock issuable upon conversion of the Notes.


 


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


 


Section 14.10. [Reserved.]


 


Section 14.11. Stockholder Rights Plans.
If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued
upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the
Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such
stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights
have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the
Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of
the Common Stock


 




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Distributed Property as provided in Section
14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 14.12. Exchange in Lieu of Conversion.
  (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to
surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period
(or, if the Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion
Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion (each, an “Exchange
in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction
in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order
to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case
may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in
accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day
of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the Business
Day immediately following the relevant Conversion Date), the Company shall notify the Holder surrendering Notes for conversion,
the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Company has directed the designated financial
institution to make an Exchange in Lieu of Conversion.


 


(b)       If
the designated financial institution accepts any such Notes, it shall pay and/or deliver, as the case may be, the cash, shares
of Common Stock or a combination thereof due upon conversion to such Holder on the second Business Day immediately following the
last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the second Business
Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated institution shall remain outstanding.
If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related
cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not
accept the Notes for exchange, the Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares
of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading
Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the second Business Day immediately
following the relevant Conversion Date) in accordance with Section 14.02.


 


(c)       The
Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial
institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company
may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate
the Company for any such transaction.


 




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Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. [Intentionally Omitted].


 


Section 15.02. Repurchase at Option of
Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right,
at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof
that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”)
specified by the Company that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental
Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),
unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to
which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest
to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the
principal amount of Notes to be repurchased pursuant to this ‎Article 15. The Fundamental Change Repurchase Date shall be subject
to postponement in order to allow the Company to comply with applicable law.


 


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


 


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


 


(ii)       delivery
of the Notes, if the Notes are Physical Notes, to the applicable 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 applicable Paying
Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary,
in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


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;


 




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(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 appropriate Depositary procedures.


 


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


 


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


 


(c)       On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to
all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the applicable Paying Agent (in the case
of a Paying Agent other than the Trustee or the Paying Agent for the Notes as defined in ‎Section 4.02) a written notice (the
“Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of
the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall
be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures
of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set
forth in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company
may use at that time. Each Fundamental Change Company Notice shall specify:


 


(i)       the
events causing the Fundamental Change;


 


(ii)       the
date of the Fundamental Change;


 


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


 


(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;


 




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


 


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


 


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


 


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


 


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


 


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


 


(e)       Notwithstanding
anything to the contrary in this ‎Article 15, the Company shall not be required
to repurchase or make an offer to repurchase Notes upon the occurrence of a Fundamental Change if a third party makes such an offer
in the same manner, at the same time and otherwise in compliance with the requirements set forth in this ‎Article 15, and such
third party repurchases all Notes properly surrendered and not validly withdrawn upon such offer in compliance with the requirements
set forth in this ‎Article 15 for repurchase upon such Fundamental Change by the Company.


 


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


 




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


 


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


 


(iii)       the
aggregate 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 appropriate procedures of the Depositary.


 


Section 15.04. Deposit of Fundamental
Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company,
or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section 4.04) on
or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase
all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes
by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn
prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on
the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in ‎Section
15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by
the Company) by the Holder thereof in the manner required by ‎Section 15.02 by mailing checks for the amount payable to the
Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments
to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.
The Trustee or applicable Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the
Company any funds in excess of the Fundamental Change Repurchase Price.


 


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


 


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


 




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Section 15.05. Covenant to Comply with
Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company will, if required:


 


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


 


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


 


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


 


in each case, so as to permit the rights and
obligations under this ‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15.


 


Article
16

Optional Redemption


 


Section 16.01. Optional Redemption.
No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to July 20, 2023. On or after
July 20, 2023, the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject
to the Partial Redemption Limitation), at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at
least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive
Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding
the date on which the Company provides the Redemption Notice in accordance with ‎Section 16.02.


 


Section 16.02. Notice of Optional Redemption;
Selection of Notes. (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may
be, any part of the Notes pursuant to ‎Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”)
and the Company (or, at the Company’s written request (with such request including an Officer’s Certificate requesting
that the Trustee give such Redemption Notice, setting forth the information to be stated in such Redemption Notice as provided
in ‎Section 16.02(c), and stating that all conditions precedent to the delivery of such Redemption Notice have been or will
be complied with) received by the Trustee at least one Business Day in the case of Global Notes (or five Business Days in the case
of Physical Notes) prior to the date of giving the Redemption Notice (or such shorter period of time as may be acceptable to the
Trustee), the Trustee, in the name of and at the expense of the Company) shall deliver or cause to be delivered a written notice
of such Optional Redemption (a “Redemption Notice”) not less than 50 nor more than 65 Scheduled Trading Days
prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part (provided that if, in accordance
with ‎Section 14.02, the Company elects to settle all conversions of Notes called for redemption (or deemed called for redemption
pursuant to Section 14.01(b)(v)) with a Conversion Date that occurs during the related Redemption Period by Physical Settlement,
then the Company shall provide such written notice not less than 15 nor more than 60 calendar days before the Redemption Date)
to the Trustee, the


 




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Conversion Agent (if other than the Trustee),
the Paying Agent and each Holder of Notes. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption
Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


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


 


(c)       Each
Redemption Notice shall specify:


 


(i)       the
Redemption Date;


 


(ii)       the
Redemption Price;


 


(iii)       that
on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon,
if any, shall cease to accrue on and after the Redemption Date (except as provided in the parenthetical of the definition of Redemption
Price);


 


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


 


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


 


(vi)       the
procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable;


 


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


 


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


 


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


 


Each Redemption Notice shall be irrevocable.


 


(d)       If
the Company elects to redeem fewer than all of the outstanding Notes, at least $100.0 million aggregate principal amount of Notes
must be outstanding and not subject to


 




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redemption as of the date of the relevant
Redemption Notice (such requirement, the “Partial Redemption Limitation”). If the Company decides to redeem
fewer than all of the outstanding Notes and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected
by the Depositary in accordance with the applicable procedures of the Depositary. If the Company decides to redeem fewer than all
of the outstanding Notes and the Notes to be redeemed are not Global Notes then held by the Depositary, the Trustee shall select
the Notes or portions thereof to be redeemed (in Authorized Denominations) by lot, on a pro rata basis or by another method
the Trustee considers to be fair and appropriate. If any Note selected for partial redemption is submitted for conversion in part
after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion
selected for redemption.


 


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


 


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


 


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


 


Article
17

Miscellaneous Provisions


 


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


 


Section 17.02. Official Acts by Successor
Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any
board, committee or Officer of the Company shall and may be done and performed with like force and


 




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effect by the like board, committee or officer
of any corporation or other entity that shall at the time be the lawful sole successor of the Company.


 


Section 17.03. Addresses for Notices,
Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by
being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is
filed by the Company with the Trustee) to LendingTree, Inc., 11115 Rushmore Drive, Charlotte, North Carolina 28277, Attention:
General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post
office letter box addressed to the Corporate Trust Office.


 


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


 


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


 


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


 


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


 


Section 17.04. Governing Law; Jurisdiction.
THIS INDENTURE 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.


 


The Company irrevocably consents and agrees,
for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against
it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes
may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New
York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably


 




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consents and submits to the non-exclusive
jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding
for itself in respect of its properties, assets and revenues.


 


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


 


Section 17.05. 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, the Company shall, if requested by the Trustee, furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent have been satisfied and such action is permitted
by the terms of this Indenture.


 


Each Officer’s Certificate 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 signing
such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the
judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an
informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in
the judgment of such person, such action is permitted by this Indenture.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


__________________________,

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

in the within-named Indenture.


 


By: ____________________

Authorized Officer


 


Section 17.11. Execution in Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or
other electronic 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, PDF
or other electronic methods shall be deemed to be their original signatures for all purposes. Unless otherwise provided in this
Indenture or in any Note, the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Indenture, any Note or any
of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include
electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the
fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic
Transactions Act.


 


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


 


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


 


Section 17.14. Force Majeure. In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work


 




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stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services, or the unavailability of the Federal Reserve
Bank wire or telex 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 17.15. Calculations. Except
as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determinations of the Stock Price in connection with a Make-Whole Fundamental Change, the Last
Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest
payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent
manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule
of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to
rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward
the Company’s calculations to any registered Holder of Notes upon the request of that registered Holder at the sole cost
and expense of the Company.


 


Section 17.16. USA PATRIOT Act. The
parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy
the requirements of the USA PATRIOT Act.


 


Section 17.17. Withholding Taxes. If
a beneficial owner of a Note is deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment
or the nonoccurrence of an adjustment to the Conversion Rate, any resulting applicable withholding taxes (including backup withholding)
may be withheld from interest and payments upon conversion, repurchase or maturity of the Notes, or if any withholding taxes (including
backup withholding) are paid on behalf of a Holder or beneficial owner of Notes, those withholding taxes may be withheld from payments
of cash or Common Stock, if any, payable on the Notes (or any payments on the Common Stock) or sales proceeds received by or other
funds or assets of the Holder or beneficial owner of the Note.


 


[Remainder of page
intentionally left blank]


 




    91


     


    

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


 


	LENDINGTREE, INC.
	 	 	 
	By:	/s/ J.D. Moriarty
	 	Name:	J.D. Moriarty
	 	Title:	Chief Financial Officer



	 
	 


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



 


	 



    


     


    

EXHIBIT A


 


FORM OF NOTE


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


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


 


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


 


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


 


(A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, OR


 




    A-1


     


    

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


 


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


 


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


 


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


 


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


 




    A-2


     


    

LendingTree, Inc.



0.50% Convertible Senior Note due 2025


 


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



CUSIP No. [_________]


 


LendingTree, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor
corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay
to [CEDE & CO.]2 [_______]3, or registered assigns, the principal sum [as set forth in the “Schedule
of Exchanges of Notes” attached hereto]4 [of $[_______]]5, which amount, taken together with the principal
amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $575,000,000 in aggregate at any
time, in accordance with the rules and procedures of the Depositary, on July 15, 2025, and interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 0.50% per year from July 24, 2020, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until July 15, 2025. Interest is payable semi-annually in arrears on each January 15 and
July 15, commencing on January 15, 2021, to Holders of record at the close of business on the preceding January 1 and July 1 (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.


 


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
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 or cause a Paying
Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to
the provisions of the Indenture, the Company shall pay or cause a Paying Agent to pay the principal of any Notes (other than Notes
that are Global Notes) at the


 


 


 



1 Include if a global note. 


2 Include if a global note. 


3 Include if a physical note. 


4 Include if a global note. 


5 Include if a physical note.



 




    A-3


     


    

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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 




    A-4


     


    

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


 	 	LENDINGTREE, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 



Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



WILMINGTON TRUST, NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


	By:	 	 
	     	Authorized Signatory	 



 



    A-5


     


    

[FORM OF REVERSE OF NOTE]


 


LendingTree, Inc.

0.50% Convertible Senior Note due 2025


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 0.50% Convertible Senior Notes due 2025 (the “Notes”), limited to
the aggregate principal amount of $575,000,000 all issued or to be issued under and pursuant to an Indenture dated as of July 24,
2020 (the “Indenture”), between the Company and Wilmington Trust, 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 case certain Events of Default shall
have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders
of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


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


 


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


 


Each Holder shall have the right to institute
suit for the enforcement of its right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the
consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares
of Common Stock, as the case may be, herein prescribed.


 




    A-6


     


    

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


 


The Notes shall be redeemable at the Company’s
option on or after July 20, 2023 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking
fund is provided for the Notes.


 


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


 


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


 




    A-7


     


    

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-8


     


    

SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES



LendingTree, Inc.

0.50% 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

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 



 


 



6 Include if a global note.


 



    A-9


     


    

ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	LendingTree, Inc.






11115 Rushmore Drive 


Charlotte, North Carolina 28277 


Attention: General Counsel 


 


Wilmington Trust, National Association,
as Conversion Agent 


50 South Sixth Street, Suite 1290 


Minneapolis, MN 55402 


Attention: LendingTree, Inc. Administrator


 


		Re:	LendingTree, Inc. 0.50% Convertible Senior Notes due
2025



 


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


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature(s)



 


 


  


	 	 
	Signature Guarantee	 



 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and


 




    1


     


    



loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 


Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


_________________________





(Name)


 


_________________________ 


(Street Address)


 


_________________________ 


(City, State and Zip Code) 


Please print name and address


 


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


 


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


 


_________________________


 


Social Security or Other Taxpayer

Identification Number


 




    2


     


    

ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


		To:	LendingTree, Inc.






11115 Rushmore Drive 


Charlotte, North Carolina 28277 


Attention: General Counsel


 


Paying Agent


 


		Re:	LendingTree, Inc. 0.50% Convertible Senior Notes due
2025



 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from LendingTree, Inc. (the “Company”) as to the occurrence of
a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the registered holder hereof in accordance with ‎Section 15.02 of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof)
below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date
and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such
Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.


 


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


 


Dated:_____________________


 


________________________________


 


Signature(s)


 


_________________________


 


Social Security or Other Taxpayer

Identification Number


 


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


 


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


 




    1


     


    

ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


Re: LendingTree, Inc. 0.50% Convertible Senior Notes due 2025


 


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
LendingTree, 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


 


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


 




    1


     


    

Dated: ________________________


 


_____________________________________


 


_____________________________________ 


Signature(s)


 


_____________________________________ 


Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 




    2