Exhibit
4.1 


 


Exhibit A





 


[●],


 


as
Issuer,


 


the
Guarantors from time to time party hereto


 


AND


 


U.S.
Bank National Association,


 


as
Trustee1


 


INDENTURE


 


Dated
as of [●], 2022


 


9.0%/11.0%2
Convertible Senior PIK Toggle Notes due 2026


 





 











		1	NTD:
                                            This Indenture is subject to comments from the trustee that are reasonably acceptable to
                                            both parties.



		2	NTD:
                                            Interest rate to be increased by 1.5% should the gross proceeds of the concurrent stock offering
                                            be less than $35 million.



 




     


    


    





 


TABLE
OF CONTENTS


 


	 	 	Page
	ARTICLE
    1
	Definitions
	 	 	 
	Section
    1.01.	Definitions	1
	Section
    1.02.	References
    to Interest	20
	 	 	 
	ARTICLE
    2
	Issue,
    Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section
    2.01.	Designation
    and Amount	21
	Section
    2.02.	Form
    of Notes	21
	Section
    2.03.	Date
    and Denomination of Notes; Payments of Interest and Defaulted Amounts	22
	Section
    2.04.	Execution,
    Authentication and Delivery of Notes	23
	Section
    2.05.	Exchange
    and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.	24
	Section
    2.06.	Mutilated,
    Destroyed, Lost or Stolen Notes	29
	Section
    2.07.	Temporary
    Notes	30
	Section
    2.08.	Cancellation
    of Notes Paid, Converted, Etc	30
	Section
    2.09.	CUSIP
    Numbers	30
	Section
    2.10.	Additional
    Notes; Repurchases	31
	 	 	 
	ARTICLE
    3
	Satisfaction
    and Discharge
	 	 	 
	Section
    3.01.	Satisfaction
    and Discharge	31
	 	 	 
	ARTICLE
    4
	Particular
    Covenants of the Company
	 	 	 
	Section
    4.01.	Payment
    of Principal and Interest	31
	Section
    4.02.	Maintenance
    of Office or Agency	32
	Section
    4.03.	Appointments
    to Fill Vacancies in Trustee’s Office	32
	Section
    4.04.	Provisions
    as to Paying Agent.	32
	Section
    4.05.	Existence	33
	Section
    4.06.	Rule
    144A Information Requirement and Annual Reports.	34
	Section
    4.07.	Stay,
    Extension and Usury Laws	35
	Section
    4.08.	Compliance
    Certificate; Statements as to Defaults	35
	Section
    4.09.	Further
    Instruments and Acts	35
	Section
    4.10.	Limitations
    on Certain Restricted Payments	35
	Section
    4.11.	Limitation
    on Incurrence of Additional Indebtedness	36
	Section
    4.12.	Transactions
    with Affiliates	37
	Section
    4.13.	Limitation
    on Liens	38
	Section
    4.14.	Subsidiary
    Guarantees	38
	Section
    4.15.	Registration
    Rights	38
	Section
    4.16.	Payment
    of Taxes	38
	Section
    4.17.	Compliance
    with Laws	38
	Section
    4.18.	Limitation
    on Sales of Assets.	38
	 	 	 
	ARTICLE
    5
	Lists
    of Holders and Reports by the Company and the Trustee
	 	 	 
	Section
    5.01.	Lists
    of Holders	39
	Section
    5.02.	Preservation
    and Disclosure of Lists	39



 






    i


    


    

 


	ARTICLE
    6
	Defaults
    and Remedies
	 	 	 
	Section
    6.01.	Events
    of Default	39
	Section
    6.02.	Acceleration;
    Rescission and Annulment	40
	Section
    6.03.	Additional
    Interest	41
	Section
    6.04.	Payments
    of Notes on Default; Suit Therefor	41
	Section
    6.05.	Application
    of Monies Collected by Trustee	42
	Section
    6.06.	Proceedings
    by Holders	42
	Section
    6.07.	Proceedings
    by Trustee	43
	Section
    6.08.	Remedies
    Cumulative and Continuing	43
	Section
    6.09.	Direction
    of Proceedings and Waiver of Defaults by Majority of Holders	43
	Section
    6.10.	Notice
    of Defaults	44
	Section
    6.11.	Undertaking
    to Pay Costs	44
	 	 	 
	ARTICLE
    7
	Concerning
    the Trustee
	 	 	 
	Section
    7.01.	Duties
    and Responsibilities of Trustee	44
	Section
    7.02.	Reliance
    on Documents, Opinions, Etc	45
	Section
    7.03.	No
    Responsibility for Recitals, Etc	46
	Section
    7.04.	Trustee,
    Paying Agents, Conversion Agents or Note Registrar May Own Notes	46
	Section
    7.05.	Monies
    and Shares of Common Stock to Be Held in Trust	46
	Section
    7.06.	Compensation
    and Expenses of Trustee	46
	Section
    7.07.	Officer’s
    Certificate and Opinion of Counsel as Evidence	47
	Section
    7.08.	Eligibility
    of Trustee	47
	Section
    7.09.	Resignation
    or Removal of Trustee	47
	Section
    7.10.	Acceptance
    by Successor Trustee	48
	Section
    7.11.	Succession
    by Merger, Etc	48
	Section
    7.12.	Trustee’s
    Application for Instructions from the Company	48
	 	 	 
	ARTICLE
    8
	Concerning
    The Holders
	 	 	 
	Section
    8.01.	Action
    by Holders	48
	Section
    8.02.	Proof
    of Execution by Holders	49
	Section
    8.03.	Who
    Are Deemed Absolute Owners	49
	Section
    8.04.	Company-Owned
    Notes Disregarded	49
	Section
    8.05.	Revocation
    of Consents; Future Holders Bound	49
	 	 	 
	ARTICLE
    9
	Holders’
    Meetings
	 	 	 
	Section
    9.01.	Purpose
    of Meetings	49
	Section
    9.02.	Call
    of Meetings by Trustee	50
	Section
    9.03.	Call
    of Meetings by Company or Holders	50
	Section
    9.04.	Qualifications
    for Voting	50
	Section
    9.05.	Regulations	50
	Section
    9.06.	Voting	50
	Section
    9.07.	No
    Delay of Rights by Meeting	51



 






    ii


    


    

 


	ARTICLE
    10
	Supplemental
    Indentures
	 	 	 
	Section
    10.01.	Supplemental
    Indentures Without Consent of Holders	51
	Section
    10.02.	Supplemental
    Indentures with Consent of Holders	52
	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	52
	 	 	 
	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
	 	 	 
	ARTICLE
    12
	Immunity
    of Incorporators, Stockholders, Officers and Directors
	 	 	 
	Section
    12.01.	Indenture
    and Notes Solely Corporate Obligations	54
	 	 	 
	ARTICLE
    13
	[Reserved]
	 	 	 
	ARTICLE
    14
	Conversion
    of Notes
	 	 	 
	Section
    14.01.	Conversion
    Privilege	54
	Section
    14.02.	Conversion
    Procedure; Settlement Upon Conversion	54
	Section
    14.03.	Company’s
    Mandatory Conversion Option.	56
	Section
    14.04.	Increased
    Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or during a Redemption
    Period	57
	Section
    14.05.	Adjustment
    of Conversion Rate	59
	Section
    14.06.	Adjustments
    of Prices	67
	Section
    14.07.	Shares
    to Be Fully Paid	67
	Section
    14.08.	Effect
    of Recapitalizations, Reclassifications and Changes of the Common Stock	67
	Section
    14.09.	Certain
    Covenants	69
	Section
    14.10.	Responsibility
    of Trustee	69
	Section
    14.11.	Notice
    to Holders Prior to Certain Actions	70
	Section
    14.12.	Stockholder
    Rights Plans	70
	Section
    14.13.	Exchange
    in Lieu of Conversion	70
	 	 	 
	ARTICLE
    15
	Repurchase
    of Notes at Option of Holders
	 	 	 
	Section
    15.01.	[Intentionally
    Omitted]	71
	Section
    15.02.	Repurchase
    at Option of Holders Upon a Fundamental Change	71
	Section
    15.03.	Withdrawal
    of Fundamental Change Repurchase Notice	73
	Section
    15.04.	Deposit
    of Fundamental Change Repurchase Price	73
	Section
    15.05.	Covenant
    to Comply with Applicable Laws Upon Repurchase of Notes	74
	 	 	 
	ARTICLE
    16
	Optional
    Redemption
	 	 	 
	Section
    16.01.	Optional
    Redemption	74
	Section
    16.02.	Notice
    of Optional Redemption; Selection of Notes	75
	Section
    16.03.	Payment
    of Notes Called for Redemption	76
	Section
    16.04.	Restrictions
    on Redemption	76



 






    iii


    


    

 


	ARTICLE
    17 Guarantee
	 	 	 
	Section
    17.01.	Guarantee	76
	Section
    17.02.	Limitation
    on Guarantor Liability	77
	Section
    17.03.	Release
    of Guarantees	78
	 	 	 
	ARTICLE
    18
	Miscellaneous
    Provisions
	 	 	 
	Section
    18.01.	Provisions
    Binding on Company’s Successors	78
	Section
    18.02.	Official
    Acts by Successor Corporation	78
	Section
    18.03.	Addresses
    for Notices, Etc	78
	Section
    18.04.	Governing
    Law; Jurisdiction	79
	Section
    18.05.	Evidence
    of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	79
	Section
    18.06.	Legal
    Holidays	80
	Section
    18.07.	No
    Security Interest Created	80
	Section
    18.08.	Benefits
    of Indenture	80
	Section
    18.09.	Table
    of Contents, Headings, Etc	80
	Section
    18.10.	Authenticating
    Agent	80
	Section
    18.11.	Execution
    in Counterparts	81
	Section
    18.12.	Severability	81
	Section
    18.13.	Waiver
    of Jury Trial	81
	Section
    18.14.	Force
    Majeure	81
	Section
    18.15.	Calculations	82
	Section 18.16.	USA PATRIOT Act	82


 


EXHIBIT


 


	Exhibit A	Form of Note	A-1
	 	 	 
	Exhibit B	Form of PIK Election Notice	B-1



 




    iv


    


    


 


INDENTURE
dated as of [●], 2022 between [●], a Delaware corporation, as issuer (the “Company,” as more fully set
forth in Section 1.01) and U.S. Bank National 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 9.0%/11.0% Convertible Senior PIK Toggle Notes
due 2026 (the “Notes”), initially in an aggregate principal amount not to exceed $70,000,000, 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 herein
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


 


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


 


“1%
Provision” shall have the meaning specified in Section 14.05(l).


 


“30-Day
ADTV” means, as of any date and with respect to any shares of Common Stock, an amount equal to the arithmetic average of the
products, for each Trading Day in the 30 Trading Day period ending on, and including, the Trading Day immediately preceding such date,
of (i) the daily trading volume in such shares of Common Stock on the applicable exchange for such Trading Day and (ii) the Daily VWAP
for such Trading Day; provided that in the case of calculating the amount in this clause (ii) with respect to any shares of Common Stock,
in respect of any Trading Day occurring on or subsequent to the Ex-Dividend Date for such dividend or distribution, such amount shall
be increased by an amount of cash in U.S. dollars per share of Common Stock distributed, or to be distributed, in such dividend or distribution,
net of any applicable withholding taxes, as determined by the Conversion Agent, unless such dividend or distribution does not occur,
in which case such amount shall be reduced to the amount that would then be in effect if such dividend or distribution had not been declared.


 






    1


    


    

 


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


 


“Additional
Shares” shall have the meaning specified in Section 14.04(a).


 


“Additional
Warrants” shall mean warrants to purchase a number of shares of Common Stock equal to 50% of the number of shares of Common
Stock into which the Notes redeemed pursuant to Section 16.01 were convertible on the Trading Day immediately prior to the Redemption
Date. The Additional Warrants shall be identical to the Warrants (as such term is defined in the Subscription Agreement dated [●],
2021 by and between the Company,  [***] and  [***] except that the exercise
period of the Additional Warrants shall terminate on [●], 2026.3


 


“Acquired
Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary
of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or assumed in connection
with the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with, or in anticipation
or contemplation of, such Person becoming a Subsidiary of the Company or such acquisition, merger or consolidation.


 


“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.


 


“Applicable
Premium” means, with respect to a Note at any Redemption Date occurring (i) before [●], 2025,4 (x) the present
value at such Redemption Date of all required remaining scheduled interest payments (calculated based on the PIK interest rate) due on
such Note through [●], 20255 (but excluding accrued and unpaid interest to the Redemption Date), computed using a discount
rate equal to the Treasury Rate plus 0.50% and (y) the Additional Warrants, or (ii) on or after [●], 20256, the present
value at such Redemption Date of all required remaining scheduled interest payments (calculated based on the PIK interest rate) due on
such Note through [●], 20267 (but excluding accrued and unpaid interest to the Redemption Date), computed using a discount
rate equal to the Treasury Rate.


 


“Asset
Sale” means:


 


(1)
the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, will be governed by Article 11 and/or
Article 15 and not by the provisions of the Asset Sale covenant; and


 


(2)
the issuance of Equity Interests in any of the Company’s Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.


 


 






		3	NTD:
                                            Insert Maturity Date.


		4	NTD:
                                            Insert date that is the day before the third anniversary of issuance.



		5	NTD:
                                            Insert date that is the third anniversary of issuance.



		6	NTD:
                                            Insert date that is the third anniversary of issuance.



		7	NTD:
                                            Insert Maturity Date.



 






    2


    


    

 


Notwithstanding
the preceding, none of the following items will be deemed to be an Asset Sale:


 


(1)
any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million at
such time;


 


(2)
a transfer of assets (including Equity Interests of Subsidiaries) between or among the Company and its Subsidiaries;


 


(3)
an issuance of Equity Interests by a Subsidiary of the Company to the Company or to another Subsidiary of the Company;


 


(4)
the sale, abandonment, disposition, lease or sublease of products, inventory, equipment, services, accounts receivable or other assets
or property (including, but not limited to, real property), or the granting of any option or other right to purchase, lease or otherwise
acquire such assets, in each case, in the ordinary course of business and any sale or other disposition of assets that are damaged, worn
out, obsolete or otherwise unsuitable for use or unusable by the Company or its Subsidiaries in connection with the conduct of their
business as determined in good faith by the Company’s executive officers;


 


(5)
the sale or other disposition of cash or Cash Equivalents;


 


(6)
a Restricted Payment that does not violate Section 4.10 of this Indenture or a Permitted Investment;


 


(7)
any sale or disposition deemed to occur in connection with the granting or creating of a Permitted Lien;


 


(8)
the licensing of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;


 


(9)
any involuntary loss, damage or destruction of property;


 


(10)
any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property; and


 


(11)
the lapse of registered patents, trademarks and other intellectual property of the Company and its Subsidiaries to the extent not economically
desirable in the conduct of their business and so long as such lapse does not materially interfere with the business of the Company and
its Subsidiaries.


 


“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. However, solely for purposes of Section 18.06, a
day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed
not to be a “Business Day.”


 


“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, but shall not include any debt securities convertible
or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition until so converted or exchanged.


 






    3


    


    

 


“Capitalized
Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified
and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.


 


“Cash
Equivalents” means:


 


(1)
marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof
and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;


 


(2)
marketable direct obligations issued or fully guaranteed by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof, maturing within one year from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;


 


(3)
commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of
at least A-2 from S&P or at least P-2 from Moody’s;


 


(4)
in the case of any foreign Subsidiary of the Company, such local currencies held by it from time to time in the ordinary course of business
and the foreign equivalent of Cash Equivalents described in clause (2) above;


 


(5)
demand or time deposit accounts with commercial banks that satisfy the criteria described in clause (6) below or any other commercial
bank organized under the laws of the United States of America, any state thereof, the District of Columbia, Canada or any province or
territory thereof; provided that the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation
or the Canadian Deposit Insurance Corporation, as applicable;


 


(6)
obligations (including, but not limited to, overnight bank deposits, demand or time deposits, bankers’ acceptances and certificates
of deposit) issued or guaranteed by a depository institution or trust company organized under the laws of the United States of America,
any state thereof, the District of Columbia, Canada or any province or territory thereof or any United States branch of a foreign bank
or any member of the European Union; provided that (A) such instrument has a final maturity not more than one year from the date of purchase
thereof by the Company or any Subsidiary of the Company and (B) such depository institution or trust company has at the date of acquisition
thereof combined capital and surplus in excess of $500.0 million;


 


(7)
debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any
commercial bank satisfying the criteria described in clause (6) above;


 


(8)
repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and
(6) above entered into with any bank meeting the qualifications specified in clause (6) above; and


 


(9)
investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through
(7) above.


 


“Cash
Interest” shall have the meaning specified in Section 4.01.


 


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


 


“Certificate
of Designations” means the certificate of designations of the Company in effect on the date hereof, as amended from time to
time.


 






    4


    


    

 


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


 


“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).


 


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


 


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


 


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


 


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


 


“Common
Stock” means the voting common stock of the Company, par value $[0.0001]8 per share, at the date of this Indenture,
subject to Section 14.08.


 


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


 


“Company
Order” means a written order of the Company signed by any of its Officers and delivered to the Trustee.


 


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


 


“Conversion
Consideration” shall have the meaning specified in Section 14.12(a).


 


“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
Trust Office” means the designated office of the Trustee at which at any time this Indenture shall be administered, which office
at the date hereof is located at U.S. Bank National Association, [●]9 Attention: [●], or such other address as
the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any
successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


“Credit
Facility” means any credit or debt facilities, commercial paper facilities or other debt instruments, indentures or agreements,
in each case providing for revolving credit loans, term loans, receivables financings, letters of credit or other Indebtedness, in each
case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing,
including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent
and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements
and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with
the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original
Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without
limiting the generality of the foregoing, the term “Credit Facility” shall include any (i) agreement changing the maturity
of any Indebtedness incurred thereunder or contemplated thereby, (ii) agreement adding Subsidiaries as additional borrowers or guarantors
thereunder, (iii) agreement increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder, (iv) Hedging
Agreement or other similar agreement or arrangement with respect thereto or (v) agreement otherwise altering the terms and conditions
thereof.


 





 






		8	NTD:
                                            To be confirmed.



		9	NTD:
                                            Trustee to provide.



 






    5


    


    

 


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


 


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


 


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


 


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


 


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


 


“Daily
VWAP” means, for each of the 30 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted
average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “[●] <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 reasonably 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.


 


“Default
Settlement Method” means, initially, Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however, the Company may, from time to time, change the Default Settlement Method by sending
written notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent (if other than the Trustee);
and provided, further that the Company may, by notice to all Holders, the Trustee and the Conversion Agent
(if other than the Trustee), irrevocably fix the Settlement Method (to any Settlement Method that it is then permitted to elect), that
will apply to all Note conversions with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding
the foregoing, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore
elected (or deemed to be elected) with respect to any Note pursuant to Section 14.02. Concurrently with sending written notice
to all Holders, the Trustee and the Conversion Agent (if other than the Trustee) of a change in the Default Settlement Method or an election
to irrevocably fix the Settlement Method, the Company shall promptly issue a report on Form 8-K or press release, which the Company shall
post on its website, announcing that it has made such change to the Default Settlement Method or elected to irrevocably fix the Settlement
Method, as the case may be. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to
amend this Indenture or the Notes, including pursuant to Section 10.01(i).
However, the Company may nonetheless choose to execute such an amendment at its option.


 






    6


    


    

 


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


 


“Designated
Financial Institution” shall have the meaning specified in Section 14.12(a).


 


“Disqualified
Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Capital Stock in such Person that does not constitute Disqualified Capital Stock and cash in lieu of
fractional shares of such Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable (other than solely for
Capital Stock in such Person that does not constitute Disqualified Capital Stock and cash in lieu of fractional shares of such Capital
Stock) at the sole option of the holder thereof, on or prior to the final maturity date of the Notes; provided that if the Capital
Stock in any Person is issued pursuant to any plan for the benefit of employees of the Company or any Subsidiary or by any such plan
to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased
by the Company or any Subsidiary in order to satisfy applicable statutory or regulatory obligations of such Person.


 


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


 


“Domestic
Subsidiary” means any Subsidiary of the Company that is organized under the laws of the United States of America or any state
thereof or the District of Columbia and any Subsidiary of such Domestic Subsidiary (including, for the avoidance of doubt, any Subsidiary
of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America).


 


“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. For the avoidance of doubt, any alternative trading
convention on the applicable exchange or market in respect of shares of Common Stock under a separate ticker symbol or CUSIP number will
not be considered “regular way” for this purpose.


 


“Eligible
Market” means The New York Stock Exchange or The Nasdaq Stock Market.


 


“Equity
Conditions” means, with respect to a given date of determination: (i) on each day during the period beginning 30 days prior
to such applicable date of determination and ending on and including such applicable date of determination (the “Equity Conditions
Measuring Period”) either (x) one or more registration statements filed with the Commission shall be effective and the prospectus
contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common
Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection
with the event requiring this determination (without regard to any limitations on conversion set forth herein) (a “Required
Minimum Securities Amount”) or (y) all shares of Common Stock issuable upon conversion of the applicable Notes shall be eligible
for sale pursuant to Rule 144 of the Securities Act, and the Company is then current with its required filings with the Commission; (ii)
on each day during the Equity Conditions Measuring Period, the Common Stock (including all shares of Common Stock issued or issuable
upon conversion of the Notes) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended
from trading on an Eligible Market (other than suspensions of not more than two days and occurring prior to the applicable date of determination
due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable
prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely
to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance
requirements of the Eligible Market on which the Common Stock is then listed or designated for quotation, as applicable; (iii) during
the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of the Notes
on a timely basis in accordance herewith and to the extent required hereby and to the extent required by any other Transaction Document;
(iv) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the
portion of the Notes being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth
herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed
or designated for quotation (as applicable); (v) on each day during the Equity Conditions Measuring Period, no public announcement of
a pending, proposed or intended Fundamental Change shall have occurred which has not been abandoned, terminated or consummated; (vi)
the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any registration statement filed with
the Commission to not be effective or the prospectus contained therein to not be available, in each case, for the resale of the applicable
Required Minimum Securities Amount of all shares of Common Stock issuable upon conversion of the applicable Notes in accordance with
the terms of the Subscription Agreement or (2) any shares of Common Stock issuable upon conversion of the applicable Notes to not be
eligible for sale pursuant to Rule 144, (vii) on each Trading Day during the Equity Conditions Measuring Period there shall not have
occurred any Volume Failure as of such applicable date of determination; (viii) on the applicable date of determination all shares of
Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion of the portion of this
Note being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may
be issued in full from the authorized and available shares of Common Stock of the Company; (ix) on each day during the Equity Conditions
Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that with the passage of time
or giving of notice would constitute an Event of Default; (x) the shares of Common Stock issuable pursuant to the event requiring the
satisfaction of the Equity Conditions are duly authorized and will be listed and eligible upon issuance for trading on an Eligible Market;
(xi) no Holder shall be in possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries
or any of their respective affiliates, employees, officers, representatives, agents or the like; provided, however that the foregoing
shall not apply to information provided to any individual serving as a member of the board of directors or as a board observer in the
course of such individual’s status as a director or board observer; or (xii) the Company shall not have failed to make any payment
due pursuant to any Transaction Document which failure remains incurred as of the Mandatory Conversion Date.


 






    7


    


    

 


“Equity
Conditions Failure” means, with respect to any date of determination, the Equity Conditions have not been satisfied (or waived
in writing by the applicable Holder).


 


“Equity
Conditions Measuring Period” shall have the meaning specified in the definition of “Equity Conditions.”


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for Capital Stock).


 


“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
Election” shall have the meaning specified in Section 14.12(a).


 


“Fair
Market Value” value of such asset or liability as determined by senior management in good faith; provided that, except
as otherwise provided in this Indenture, if the fair market value exceeds $1.0 million, such determination shall be made by the Board
of Directors of the Company or an authorized committee thereof in good faith (including as to the value of all non-cash assets and liabilities).


 


“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 direct
or indirect Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become the
direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock of the Company representing
more than 50% of the voting power of the Common Stock of the Company and has filed a Schedule TO (or any successor schedule, form or
report) or any schedule, form or report under the Exchange Act that discloses such fact, unless such beneficial ownership arises solely
as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules
and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under
the Exchange Act; provided that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant
to a tender or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or
exchange under such offer;


 






    8


    


    

 


(b)
the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to par value or from
par value to no par value or changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted
into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company
pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries;
provided, however, that neither (i) a transaction described in clause (A) or clause (B) in which the holders
of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50%
of all classes of Common Equity of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately
after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction
nor (ii) any merger of the Company solely for the purpose of change its jurisdiction of incorporation that results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity shall, in each
case, 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 Eligible Market and is not listed
or quoted on an Eligible Market within one Trading Day of such cessation;


 


provided,
however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental
Change, if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments
for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or
transactions consists of shares of common stock that are listed or quoted on any Eligible Market 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 such consideration,
excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the
provisions of Section 14.02(a), Section 14.04 and Section 14.03) becomes Reference Property for the Notes. 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.


 


For
purposes of this definition, any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b)
of this definition (without regard to the proviso in clause (2)) shall be deemed a Fundamental Change solely under clause (2)
of such definition (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).


 


“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).


 






    9


    


    

 


The
terms “given”, “mailed”, “notify,” “delivered” or “sent”
with respect to any notice to be given to a Holder pursuant to this Indenture, including in circumstances pursuant to which such notice
must be “written,” 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 (y) 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 18.03. Notice so “given” shall be
deemed to include any notice to be “mailed” or “delivered,” as applicable, under this Indenture.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States,
which are in effect as of the Issue Date.


 


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


 


“Guarantee”
means a guarantee by a Guarantor of the Company’s obligations under this Indenture.


 


“Guarantor”
means each Domestic Subsidiary of the Company that is a guarantor of the Notes, including any Person that is required after the Issue
Date to execute a Guarantee of the Notes pursuant to Section 4.14; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Indenture. On the
Issue Date, each Domestic Subsidiary of the Company shall be a Guarantor.


 


“Hedging
Agreement” means any rate swap agreement, forward rate agreement, commodity swap, commodity option, interest rate option, forward
foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency
swap agreement, cross-currency rate swap agreement, currency option and any other similar agreement entered into for the purposes of
hedging risks of currency, interest, or commodity price fluctuations or similar matters, or any indemnity agreements and arrangements
entered into in connection therewith, in each case, as the same may be amended, restated, supplemented, or otherwise modified from time
to time.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under a Hedging Agreement.


 


“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.


 


“Horizon
Revolving Credit Facility” means the senior secured facility under the Venture Loan and Security Agreement, dated as of March
5, 2021, by and between Horizon Technology Finance Corporation, as lender and collateral agent, and E la Carte, Inc., a Delaware corporation.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication):


 


(1)
the principal of indebtedness of such Person for borrowed money;


 


(2)
the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)
all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
(the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit
or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement
obligations relate to trade payables and accounts payable and such obligations are satisfied within 30 days of Incurrence);


 






    10


    


    

 


(4)
the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables
or similar obligations to trade creditors), which purchase price is due more than one year after the date of placing such property in
service or taking final delivery and title thereto;


 


(5)
Capitalized Lease Obligations of such Person;


 


(6)
the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Capital Stock
or, with respect to any Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)
the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of
such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such Indebtedness of such
other Persons;


 


(8)
guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9)
of other Persons to the extent guaranteed by such Person;


 


(9)
to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any
such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that
would be payable by such Person at the termination of such agreement or arrangement);


 


with
respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in
accordance with GAAP.


 


The
amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility will be the total amount of funds
borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date will be (a) the accreted value thereof in the
case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference
thereof, in the case of any other Indebtedness. Indebtedness will be calculated without giving effect to the effects of Financial Accounting
Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise
increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives
created by the terms of such Indebtedness.


 


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


 


“Independent
Financial Advisor” means a firm (1) which does not, and whose directors, officers and employees or Affiliates do not,
have a direct or indirect financial interest in the Company, and (2) which, in the judgment of the Board of Directors of the Company,
is otherwise independent and qualified to perform the task for which it is to be engaged.


 


“interest”
means, with respect to the Notes, interest (including PIK Interest) on the Notes.


 


“Interest
Payment Date” means each March 15, June 15, September 15 and December 15 of each year, beginning on [June 15], 2022.


 






    11


    


    

 


“Investment”
means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for
the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit
by the Company and its Subsidiaries in accordance with normal trade practices of the Company or such Subsidiary, as the case may be.


 


“Issue
Date” means [●], 202[●], the date of original issuance of the Notes.


 


“Last
Original Issue Date” means, (A) with respect to the Notes offered pursuant to the Subscription Agreement dated [●] by
and between the Company and [●], the date of this Indenture; (B) with respect to any additional Notes issued pursuant to the first
sentence of Section 2.10, and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date
such Notes are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise
of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified
in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.


 


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


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).


 


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


 


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


 


“Mandatory
Conversion” means a conversion pursuant to Section 14.03(a).


 


“Mandatory
Conversion Condition” means the conditions required for the Company to cause Notes to be converted pursuant to Section 14.03(a).


 






    12


    


    

 


“Mandatory
Conversion Date” means the Conversion Date for a Mandatory Conversion, as provided in Section 14.03(c).


 


“Mandatory
Conversion Notice” shall have the meaning specified in Section 14.03(b).


 


“Mandatory
Conversion Notice Date” means the date on which the Company provides the Mandatory Conversion Notice in accordance with Section
14.03(b).


 


“Mandatory
Conversion Right” shall have the meaning specified in Section 14.03(a).


 


“Market
Capitalization” means, with respect to any date of determination, an amount equal to (i) the total number of issued and outstanding
publicly traded shares of Common Stock multiplied by (ii) the 30-Day ADTV immediately preceding such date.


 


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


 


“Maturity
Date” means [●], 2026.


 


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


 


“Nasdaq
Stock Market” shall mean the Nasdaq Capital Market, the Nasdaq Global Market and the Nasdaq Global Select Market.


 


“Net
Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Company or any
of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale
or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale,
including, without limitation, legal, accounting and investment banking fees, sales commissions, rationalization and other  relocation
expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale after taking into account any
available tax credits or deductions and any tax sharing arrangements, (2) amounts required to be applied to the repayment of Indebtedness
secured by a Permitted Lien on the asset or assets that were the subject of such Asset Sale, and (3) any reserve for adjustment in respect
of the sale price of such asset or assets established in accordance with GAAP.


 


“Net
Proceeds Offer” shall have the meaning specified in Section 4.18(d).


 


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


 


“Note
Obligation” shall have the meaning specified in Section 13.01.


 


“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).


 


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


 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.


 






    13


    


    

 


“Observation
Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion
Date occurs prior to [●], 202610, the 30 consecutive Trading Day period beginning on, and including, the second Trading
Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date for a Note called for redemption occurs during
a Redemption Period pursuant to Section 16.02, the 30 consecutive Trading Days beginning on, and including, the 31st Scheduled Trading
Day immediately preceding such Redemption Date; and (iii) subject to clause (ii) of this definition above, if the relevant Conversion
Date occurs on or after [●], 2026, the 30 consecutive Trading Days beginning on, and including, the 31st Scheduled Trading Day
immediately preceding the Maturity Date.


 


“Officer”
means, with respect to the Company, the Chief Executive Officer, the Chief Financial Officer, or the Chief Revenue Officer, or any Vice
President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).


 


“Officer’s
Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed
by any Officer of the Company. Each such certificate shall include the statements provided for in Section 18.05 if and to the extent
required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal
executive, financial or accounting officer of the Company.


 


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


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other
counsel who is reasonably acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters
set forth therein, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 18.05 if
and to the extent required by the provisions of such Section 18.05.


 


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


 


“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 2.08 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 2.08 unless proof satisfactory to the Trustee is presented that any such
Notes are held by protected purchasers in due course;


 





 






		10	NTD:
                                            Insert date that is 32 days prior to the Maturity Date.


 






    14


    


    

 


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


 


(e)
Notes redeemed pursuant to Article 16; and


 


(f)
Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10 and delivered to the Trustee for cancellation.


 


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


 


“Permitted
Business” means a business in which the Company and its Subsidiaries were engaged on the Closing Date, and any business that
is related, ancillary, incidental or complementary thereto.


 


“Permitted
Indebtedness” shall have the meaning specified in Section 4.11(b).


 


“Permitted
Investment” means:


 


(1)
any Investment in a Subsidiary (including the Capital Stock of a Subsidiary) or the Company or a Person that will, upon the making of
such Investment, become a Subsidiary or merge or consolidate with or into, or transfer or convey all or substantially all its assets
to, or is liquidated into, the Company or a Subsidiary;


 


(2)
receivables owing to the Company or any Subsidiary created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms;


 


(3)
payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;


 


(4)
any Investments in or repurchases of the Notes;


 


(5)
any Investments consisting of purchases and acquisitions of inventory, supplies, services, material and equipment or licenses or leases
of intellectual property, in any case, in the ordinary course of business or for the purpose of obtaining, maintaining or renewing client
contracts and loans and advances to distributors, in each case, in the ordinary course of business;


 


(6)
Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance
and similar deposits entered into as a result of the operations of the business of the Company and its Subsidiaries in the ordinary course
of business;


 


(7)
Guarantees issued in accordance with Section 4.14 and Article 17;


 


(8)
Investments in existence on the Issue Date and any extension, modification, replacement, reinvestment or renewal thereof; provided
that any such extensions, modifications, replacements, reinvestments or renewals are not more disadvantageous to the Holders in any
material respect than such Investments as they were in existence on the Issue Date; and


 


(9)
cash and Cash Equivalents.


 


“Permitted
Liens” means the following types of Liens:


 


(1)
Liens securing Indebtedness incurred pursuant to Section 4.11(b)(1) and all related Obligations;


 


(2)
(i) Liens securing Indebtedness incurred pursuant to Section 4.11(b)(6) and all related Obligations; provided that such Liens do not
extend to any property or assets other than property or assets acquired with such Indebtedness (and additions, accessions, improvements
and replacements and customary deposits in connection therewith and proceeds and products therefrom) and (ii) Liens incurred in the ordinary
course of business securing Indebtedness incurred pursuant to Section 4.11(b)(13);


 






    15


    


    

 


(3)
Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens
or other similar Liens, incurred in the ordinary course of business;


 


(4)
Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in
good faith by appropriate proceedings, provided appropriate reserves required pursuant to GAAP have been made in respect thereof;


 


(5)
Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued
pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters
of credit do not constitute Indebtedness;


 


(6)
pledges, deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment
insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation,
pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);


 


(7)
Liens existing on the Issue Date (other than Liens permitted under clauses (1) and (2)) and replacement Liens that do not encumber additional
assets, unless such encumbrance is otherwise permitted;


 


(8)
Liens securing Indebtedness or other obligations of a Subsidiary of the Company owing to the Company or another Subsidiary of the Company;
and


 


(9)
Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Company (or at the time the Company
or a Subsidiary acquires such property or assets); provided, however, that such Liens and arrangements are not created in connection
with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets).


 


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


 


“PIK
Election” shall have the meaning specified in Section 4.01.


 


“PIK
Interest” means the portion of an installment of interest due on an Interest Payment Date after a PIK Election as applicable
in respect of Notes that is payable in PIK Notes or by increasing the outstanding principal amount of the Notes, in each case as provided
in the Notes.


 


“PIK
Notes” shall have the meaning specified in Section 2.02.


 


“PIK
Payment” shall have the meaning specified in Section 2.02.


 


“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 denominations of $1,000 principal amount and integral
multiples thereof.


 


“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.


 






    16


    


    

 


“Preferred
Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.


 


“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 time and 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 Company in good faith, by statute, by contract or otherwise).


 


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


 


“Redemption
Notice Date” means the date on which the Company provides the Notice of Redemption in accordance with Section 16.02.


 


“Redemption
Period” means, with respect to any Optional Redemption of Notes pursuant to Article 16, the period from, and including, the
Redemption Notice Date for such Optional Redemption to, and including, the close of business on the second Scheduled Trading Day immediately
preceding the 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 Redemption Date (unless the Redemption Date falls after a Regular Record Date but
on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay, on or, at the Company’s election,
before such Interest Payment Date, the full amount of accrued and unpaid interest to the Holders of record of such Notes as of the close
of business on such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes to be redeemed)
plus the Applicable Premium.


 


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


 


“Refinancing
Indebtedness” shall have the meaning specified in Section 4.11(b)(10).


 


“Registration
Rights Agreement” means the Amended and Restated Registration Rights Agreement dated [●], 2022, by and among the
Company, Ventoux CCM Acquisition Corp., Ventoux Acquisition Holdings LLC, Chardan International Investments, LLC, [***], and the
other parties thereto.


 


“Registrable
Securities” shall have the meaning specified in the Subscription Agreement.


 


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


 


“Reorganization
Merger Event” means a Merger Event that is solely for the purpose of changing the jurisdiction of organization of the Company
that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes
Reference Property for the notes


 






    17


    


    

 


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


 


“Restricted
Investment” means any Investment other than a Permitted Investment.


 


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


 


“Restrictive
Notes Legend” 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” shall have 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
Method Election Date” shall have the meaning specified in Section 14.02(a)(iii).


 


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


 


“Significant
Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Rule 1-02(w)
of Regulation S-X under the Exchange Act; provided that, in the case of a Subsidiary that meets the criteria of clause (1)(iii)
of the definition thereof but not clause (1)(i) or (1)(ii) thereof, in each case, as such rule is in effect on the date hereof,
such Subsidiary shall be deemed not to be a Significant Subsidiary unless the Subsidiary’s income (or loss) from continuing operations
before income taxes exclusive of amounts attributable to any non-controlling interests for the last completed fiscal year prior to the
date of such determination exceeds $1,000,000. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be
a “significant subsidiary” under the relevant definition set forth in Article 1, Rule 1-02 of Regulation S-X (or any successor
rule) as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be a “significant subsidiary”
under this Indenture irrespective of whether such Subsidiary would otherwise be deemed to be a “significant subsidiary” pursuant
to the immediately preceding sentence.


 


“Specified
Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified
in the Settlement Notice (or deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.


 


“Spin-Off”
shall have the meaning specified in Section 14.05(c).


 






    18


    


    

 


“Stock
Price” shall have the meaning specified in Section 14.04(c).


 


“Subscription
Agreement” means, collectively, the Subscription Agreements dated as of [●], each between the Company and the Subscriber
defined therein.


 


“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, except for determining amounts due upon conversion as set forth below, 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 Stock Market or, if the Common
Stock (or such other security) is not then listed on The Nasdaq Stock 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 (including an over-the-counter market) on which
the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price
for such other security) is available on such securities exchange or market; provided that if the Common Stock (or such other
security) is not so listed or traded, “Trading Day” means a Business Day; and provided further that, for purposes
of determining amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market Disruption
Event and (y) trading in the Common Stock generally occurs on The Nasdaq Stock Market or, if the Common Stock is not then listed on The
Nasdaq Stock 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 for $2,000,000
principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally
recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained
but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained,
that one bid shall be used.


 


“Transaction
Document” means any Subscription Agreement, this Indenture and the Notes.


 


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


 


“Treasury
Rate” means, at any redemption date, the yield to maturity as of such redemption date of constant maturity United States Treasury
securities (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available
at least two Business Days prior to such redemption date (or, if such statistical release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such redemption date to [●], 202511 (or, in the
case of a redemption after such date, [●], 202512; provided, however, that if no published maturity exactly corresponds
with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the
yields for the next shortest and next longest published maturities; provided further, however, that if the period from such redemption
date to [●], 2025 (or, in the case of a redemption after such date, [●], 2025, is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.


 





 






		11	NTD:
                                            Insert date that is the day before the third anniversary of issuance.



		12	NTD:
                                            Insert date that is third anniversary of issuance.



 






    19


    


    

 


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


 


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


 


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


 


“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).


 


“Volume
Failure” means, with respect to a particular date of determination, the average daily dollar trading volume (as reported on
Bloomberg) of the Common Stock on the primary U.S. national or regional securities exchange or market on which the Common Stock is listed
on any Trading Day during the 20 Trading Day period ending on the Trading Day immediately preceding such date of determination (such
period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends,
stock combinations, recapitalizations or other similar transactions occurring after the effective date of the Subscription Agreement).
All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or
other similar transactions during such Volume Failure Measuring Period.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (1)
the then outstanding aggregate principal amount of such Indebtedness into (2) the sum of the total of the products obtained by multiplying
(a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment
at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.


 


“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) 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.


 






    20


    


    

 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section
2.01. Designation and Amount.
The Notes shall be designated as the “9.0%/11% Convertible Senior PIK Toggle Notes due 2026.” The aggregate principal amount
of Notes that may be authenticated and delivered under this Indenture is initially limited to $70,000,000 (excluding any Notes issued
in connection with a PIK Election), 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. Unless the context requires otherwise,
references to the “principal” or “principal amount” of Notes including for purposes of calculating any Redemption
Price, Fundamental Change Repurchase Price or otherwise, includes any increase in the principal amount of the Notes as a result of a
PIK Payment.


 


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


 


In
connection with the payment of PIK Interest pursuant to a PIK Election in respect of the Notes, the Company is entitled to, without the
consent of the Holders and without regard to Section 2.01 and 4.11 hereof, increase the outstanding principal amount of the Notes or
issue additional Notes (“PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in each case,
a “PIK Payment”).


 


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.


 






    21


    


    

 


On
any Interest Payment Date on which the Company pays PIK Interest pursuant to a PIK Election with respect to a Global Note, the Trustee
upon receipt of an Authentication Order shall increase the principal amount of such Note by an amount equal to the interest payable,
rounded up to the nearest $1.00 for the relevant interest period on the principal amount of such Note as of the relevant Regular Record
Date for such Interest Payment Date, to the credit of the Holders on such Regular Record Date, pro rata in accordance with their interests,
and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such
increase. On any Interest Payment Date on which the Company pays PIK Interest pursuant to a PIK Election by issuing certificated PIK
Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the relevant Regular Record
Date for such Interest Payment Date, shall be rounded up to the nearest $1.00. Following an increase in the principal amount of a Global
Note as a result of a PIK Payment such Global Note will bear interest on such increased principal amount from and after the relevant
Interest Payment Date. The Company may not make a PIK Election in connection with the payment of any interest payable upon a redemption
or in connection with a Fundamental Change.


 


Section
2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The
Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples
thereof, subject to the issuance of PIK Notes or the increase in the principal amount of a Global Note in order to evidence PIK Payments,
which PIK Notes or increased principal amount of a Global Note will be in denominations of $1.00 and integral multiples of $1.00 in excess
thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such
Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of the number of days actually elapsed in a 30-day month.


 


(b)
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date.
The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained
by the Company for such purposes in the United States of America, 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 addresses as they appear
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 such Holder or, upon written application by such a Holder to the Note Registrar in a form reasonably satisfactory
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 if such Holder has provided the Trustee or the Paying Agent (if other than the Trustee) with the requisite
information necessary to make such wire transfer, which written 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 following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on
each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice,
unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the
payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment,
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to
an earlier date). The Company shall promptly notify the Trustee of such special record date at least [●] Business Days before such
notice is to be sent to the Holders and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to
such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so
delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered
at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this
Section 2.03(c). The Trustee shall have no responsibility whatsoever for the calculation of the Defaulted Amount.


 






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


 


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 electronic signature of its Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary or other Officer
of the Company.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes, including any additional
Notes or PIK Notes, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any
further action by the Company hereunder; provided, however, that the Trustee shall be entitled to receive an Officer’s
Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes; provided,
further, that notwithstanding anything to the contrary herein, no Officer’s Certificate or Opinion of Counsel shall be required
to be delivered in connection with a payment of PIK Interest (whether by an issuance of PIK Notes or by an increase in Global Notes reflecting
a PIK Payment).


 


Only
such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as
Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided
by Section 18.10), 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.


 






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


 


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


 


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


 


All
Notes presented or surrendered for registration of transfer or for exchange, repurchase, redemption 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 for other Notes 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 thereof.


 


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


 


(b)
So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the 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. Each Global Note shall bear the legend required
on a Global Note set forth in Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note that does not involve
the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this
Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.


 






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(c)
Every Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (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) or Section 2.05(d)(including the legend set forth therein), as applicable, 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.


 


Any
certificate evidencing some or all of the Notes (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 (the “Restrictive Notes Legend”) (unless such Notes have been transferred
pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective
at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then
in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 


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:


 


AGREES
FOR THE BENEFIT OF [●] (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 AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER,
OR


 


(C)
TO A PERSON REASONABLY BELIEVED TO BE 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.


 






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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 FOR THE COMPANY 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 THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A
BENEFICIAL INTEREST HEREIN.


 


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 not bear the Restrictive Notes Legend required by this Section 2.05(c)
and shall not be assigned a restricted CUSIP number. The Restrictive Notes Legend set forth above and affixed on any Note will be deemed,
in accordance with the terms of the certificate representing such Note, to be removed therefrom upon the Company’ s delivery to
the Trustee of written notice to such effect, without further action by the Company, the Trustee, the Holder(s) thereof or any other
Person; at such time, such Note will be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing
such Note, it being understood that the Depositary of any Global Note may require a mandatory exchange or other process to cause such
Global Note to be identified by an unrestricted CUSIP number in the facilities of such Depositary; provided, however, that if
such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be
identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect
such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 4.06, such Global Note will not be deemed
to be identified by unrestricted CUSIP and ISIN numbers until such time as such exchange or procedure is effected. 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 any proposed transfer of any Note is being made in compliance with the Securities Act and applicable state
securities laws.


 


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 first sentence of the immediately preceding paragraph 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 Notes Legend specified in this Section 2.05(c) and shall not be assigned a restricted CUSIP number.


 


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.


 






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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, subject to the Depositary’s applicable procedures, 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 Global Notes to the Trustee such Global Notes shall be canceled.


 


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


 


At
such time as all interests in a Global Note have been converted, canceled, repurchased upon a Fundamental Change, 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 upon a Fundamental Change, 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, the Conversion Agent, the Paying Agent or any agent of the Company or the Trustee shall have any responsibility
or liability for any act or omission of the Depositary or for the payment of amounts to owners of beneficial interest in a Global Note,
for any aspect of the records relating to or payments made on account of those interests by the Depositary, or for maintaining, supervising
or reviewing any records of the Depositary relating to those interests.


 


(d)
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):


 






    27


    


    

 


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:


 


AGREES
FOR THE BENEFIT OF [●] (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 NOTES
UPON THE CONVERSION 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 AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER,
OR


 


(C)
TO A PERSON REASONABLY BELIEVED TO BE 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 AND ANY APPLICABLE STATE SECURITIES LAWS.


 


PRIOR
TO THE REGISTRATION OF THIS SECURITY IN CONNECTION WITH 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 FOR THE COMPANY 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).


 






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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.


 


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


 


Neither
the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary, and may assume
performance absent written notice to the contrary.


 


(e)
Any Note or Common Stock issued upon conversion of a Note that is repurchased or owned by the Company or 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 the
Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption
from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may
be, no longer being a “restricted security” (as defined under Rule 144).


 


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


 


The
Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of a Company Order
and 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 redemption or 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.


 






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Every
substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, 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 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 upon receipt of a Company Order 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 (including upon a Fundamental Change but not including Notes repurchased pursuant to cash-settled
swaps and other derivatives), redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant
to Section 14.12), if surrendered to the Company or any of its agents, Subsidiaries or Affiliates, as applicable, to be surrendered to
the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures.
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 Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to
such Holders; provided that the Trustee shall have no liability for any defect in the “CUSIP” numbers as they appear
on any Note, notice or elsewhere, and, provided, further, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification
numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 






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Section
2.10. Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding Section
2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than
differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable,
restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided it has not
made a PIK Election prior to such date of issuance of additional Notes and provided, further, 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 not have the same CUSIP numbers as the Notes initially issued hereunder. Prior to the issuance of any such additional Notes, the
Company shall deliver to the Trustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate
and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required
by Section 18.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly
or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether
by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties
to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders
of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other
derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered
outstanding under this Indenture upon their repurchase.


 


Article
3

Satisfaction and Discharge


 


Section
3.01. Satisfaction and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably
requested by the Company acknowledging satisfaction and discharge of this Indenture and the Notes, 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 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 and/or 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 Section 7.06 shall survive.


 


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.


 


On
the Maturity Date, the Company shall repay the principal of each of the Notes (the “Maturity Obligation”)
by Cash Settlement.


 






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In
the event that the Company determines to pay PIK Interest for any interest period, then Company will deliver a notice substantially in
the form of Exhibit B (a “PIK Election”) to the Trustee no later than 30 days prior to the beginning of the relevant
interest period, which notice will state the total amount of interest to be paid on the Interest Payment Date in respect of such interest
period and the amount of such interest to be paid as PIK Interest. The Trustee, on behalf of the Company, will promptly deliver a corresponding
notice provided by the Company to the Holders. The Company shall not make a PIK Election if a Default or an Event of Default has occurred
and is continuing. For the avoidance of doubt, the Company shall not be permitted to pay interest in the form of PIK Interest in connection
with a redemption or in connection with a Fundamental Change. For the avoidance of doubt, interest on the Notes in respect of any interest
period for which a PIK Election is not timely delivered must be paid entirely in cash (“Cash Interest”).


 


Cash
Interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 10:00 a.m.
(New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient
to pay all principal, premium, if any, and Cash Interest then due. PIK Interest shall be considered paid on the date due if on such date
the Trustee has received (i) an Authentication Order to increase the balance of any Global Note to reflect such PIK Interest or (ii)
PIK Notes duly executed by the Company together with Authentication Order requesting the authentication of such PIK Notes by the Trustee.


 


Section
4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America,
an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase
or redemption (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee located in the 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 United States of America,
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 contiguous United States, where Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or repurchase or redemption or for conversion and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served; provided that the Corporate Trust Office shall not be a place for service of
legal process for the Company.


 


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


 






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


 


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


 


The
Company shall, on or before each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price,
if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal
(including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that
if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on such
date.


 


(b)
If the Company acts as its own Paying Agent, it shall, 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. On the occurrence of any Event of Default under Section 6.01(h) or Section 6.01(i), the Trustee shall automatically
become the Paying Agent.


 


(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)
Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee, the Conversion Agent 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 then held by the Company) shall be discharged from such trust and the Trustee
shall have no further liability with respect to such fund or property; 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, the Conversion Agent or such Paying
Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon
cease.


 


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


 






    33


    


    

 


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 file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual
or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) 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, and
giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto)). Any such document or report
that the Company files with the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed
with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor).
The Trustee shall have no responsibility to determine whether such posting has occurred.


 


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


 


(d)
If, at any time following the one year anniversary of the Last Original Issue Date, the Company fails to timely file any document or
report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving
effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable
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) or the Notes fail to be subject to a registration statement that has become effective or been declared effective
under the Securities Act and that continues to be effective in accordance with the terms of the Registration Rights Agreement, the Company
shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of (i) 0.25% per annum of
the principal amount of the Notes outstanding for each of the first 90 days and (ii) 0.50% per annum of the principal amount of the Notes
outstanding for each day from, and including, the 91st 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) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes. 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. For purposes of
this Section 4.06(d), the phrase “restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes”
shall not include, for the avoidance of doubt, the assignment of a restricted CUSIP number, the existence of the Restrictive Notes Legend
on Notes in compliance with Section 2.05(c).


 


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


 


(f)
Subject to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) 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 Additional Interest payable for the Company’s failure to comply with its obligations to
timely file any document or report that the Company 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 set forth
in Section 4.06(d), together with any Additional Interest that may accrue at the Company’s election as a result of the Company’s
failure to comply with its reporting obligations pursuant to Section 6.03, 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.


 


(g)
If Additional Interest is payable by the Company pursuant to Section 4.06(d), the Company shall deliver to the Trustee (copied to the
Paying Agent) 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 and the Trustee shall
not have any duty to verify the Company’s calculation of Additional Interest. 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.


 






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


 


Section
4.08. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on [June 30, 2022]13)
an Officer’s Certificate stating whether the signers thereof have knowledge of any Default or Event of Default that occurred during
the previous year and, if so, specifying each such Default or Event of Default and the nature thereof.


 


In
addition, the Company shall deliver to the Trustee, 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; provided that the Company shall not be required to deliver such Officer’s Certificate if such Default
or Event of Default has been cured within the applicable grace period (if any) provided for in this Indenture.


 


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.


 


Section
4.10. Limitations on Certain Restricted Payments.


 


(a)
The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:


 


(i)
declare or pay any dividend on, or make any other payment or distribution in respect of, its Equity Interests or similar payment to the
direct or indirect holders thereof in their capacity as such (other than any dividends or distributions payable solely in its Equity
Interests and dividends or distributions payable to the Company or any of its Subsidiaries (and, if such Subsidiary has stockholders
other than the Company or other Subsidiaries, to its other stockholders on no more than a pro rata basis));


 


(ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company held by any Person or any Equity Interests
of any Subsidiary of the Company held by any Affiliate of the Company (in each case other than held by the Company or a Subsidiary of
the Company);


 


(iii)
make any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to the scheduled maturity,
scheduled repayment or scheduled sinking fund payment of any Indebtedness that is contractually subordinated in right of payment to the
Notes; or


 


(iv)
make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred
to as “Restricted Payments”).


 


(b)
The foregoing provisions will not prohibit:


 


(1)
the redemption, repurchase, retirement or other acquisition for value of any Equity Interests of the Company or any Subsidiary of the
Company held by employees, former employees, directors, former directors, consultants or former consultants of the Company (or any of
its Subsidiaries) (including any redemption, repurchase, retirement or other acquisition by reason of the Company or any of its Subsidiaries
retaining any capital stock or other option, warrant or other right in respect of tax withholding obligations, and any related payment
in respect of any such obligation); provided that the aggregate amount of such repurchases and other acquisitions shall not exceed
$3.0 million in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum
of $6.0 million in any calendar year);


 


(2)
repurchases of Capital Stock of the Company deemed to occur upon exercise of stock options, warrants or similar instruments if such Capital
Stock represents a portion of the exercise price of such options, warrants or similar instruments;


 


(3)
cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Capital Stock of the Company;


 


(4)
any Restricted Payment made in exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection
with which cash is paid in lieu of the issuance of fractional shares) for, or with the net cash proceeds from, the substantially concurrent
sale of Equity Interests of the Company (other than (i) Disqualified Capital Stock and (ii) Capital Stock issued or sold to a Subsidiary
or any employee, director, consultant pursuant to an employee stock ownership plan); and


 


(5)
distributions, dividends or other payments by the Company or any Subsidiary of the Company solely to pay income tax obligations then
due.


 





 






13
NTD: Insert end of first fiscal year after issuance


 






    35


    


    

 


Section
4.11. Limitation on Incurrence of Additional Indebtedness.


 


(a)
The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire,
become liable, contingently or otherwise, with respect to or otherwise become responsible for payment of (collectively, “incur”)
any Indebtedness (including Acquired Indebtedness).


 


(b)
Notwithstanding clause (a) of this Section 4.11, the Company and its Subsidiaries may incur, without duplication, any of the
following items of Indebtedness (“Permitted Indebtedness”):


 


(1)
(X) the Horizon Revolving Credit Facility and (Y) provided that the Horizon Revolving Credit Facility has been permanently repaid, Indebtedness
incurred under any Credit Facility by the Company or any of its Subsidiaries (including letters of credit or bankers’ acceptances
issued or created under any Credit Facility) not to exceed $10.0 million at any one time outstanding and any Refinancing Indebtedness
in respect thereof;


 


(2)
Indebtedness represented by the Notes and the Guarantees (other than any additional Notes, but including any PIK Notes);


 


(3)
Indebtedness of the Company and its Subsidiaries in existence on the Issue Date (other than the Notes, the Guarantees and any Credit
Facility);


 


(4)
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the
case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within ten Business Days of incurrence;


 


(5)
Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, customer guarantees, performance, indemnity,
surety, judgment, appeal, advance payment (including progress premiums), customs, value added or other tax or other guarantees or other
similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Subsidiary or relating
to liabilities, obligations or guarantees incurred in the ordinary course of business , (ii) customer deposits and advance payments (including
progress premiums) or similar arrangements received in the ordinary course of business from customers, suppliers or vendors for goods
or services purchased in the ordinary course of business , or (iii) any customary treasury, depositary, cash management, automatic clearinghouse
arrangements, overdraft protections, credit or debit card, purchase card, electronic funds transfer, cash pooling or netting or setting
off arrangements or similar arrangements in the ordinary course of business;


 


(6)
Indebtedness (including Capitalized Lease Obligations) of the Company or any of its Subsidiaries incurred to finance the purchase, lease,
construction or improvement of any property, plant or equipment used or to be used in the business of the Company or such Subsidiary
through the direct purchase of such property, plant or equipment, and any Refinancing Indebtedness which serves to refund or refinance
any Indebtedness incurred pursuant to this clause in an aggregate outstanding principal amount which, when taken together with the principal
amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed $10.0 million at any one time
outstanding;


 


(7)
Indebtedness of (x) the Company or any of its Subsidiaries incurred or issued to finance an acquisition or (y) Persons that are acquired
by the Company or any of its Subsidiaries or merged into, amalgamated or consolidated with the Company or any of its Subsidiaries in
accordance with the terms of this Indenture; provided that such Indebtedness is in an aggregate amount not to exceed $10.0 million
at any one time outstanding;


 


(8)
guarantees by the Company or any of its Subsidiaries of Indebtedness of the Company or any of its Subsidiaries so long as the incurrence
of such Indebtedness is permitted by the terms of this Indenture; provided that any Subsidiary which guarantees Indebtedness of
the Company (other than the Notes) or of any other Subsidiary will concurrently provide a guarantee of the Notes;


 


(9)
Indebtedness of the Company owing to and held by any Subsidiary of the Company or Indebtedness of a Subsidiary of the Company owing to
and held by the Company or any other Subsidiary of the Company; provided, however, that any subsequent issuance or transfer
of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company
or a Subsidiary of the Company; and any sale or other transfer of any such Indebtedness to a Person other than the Company or a Subsidiary
of the Company shall be deemed, in each case under this clause (9) of this Section 4.11(b), to constitute an incurrence of such Indebtedness
on the date of any such issuance, sale or transfer by the Company or such Subsidiary, as the case may be;


 






    36


    


    

 


(10)
the incurrence by the Company or any of its Subsidiaries of Indebtedness that serves to refund, refinance, replace, renew, extend or
defease (collectively, “refinance” with “refinances,” “refinanced” and “refinancing”
having a correlative meaning) any Indebtedness of the Company or any of its Subsidiaries incurred pursuant to Section 4.11(b)(2), (3)
or (7) (“Refinancing Indebtedness”) on or prior to its respective maturity; provided, however, any Refinancing
Indebtedness: (A) (i) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, has
a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (ii) if the Stated Maturity of the Indebtedness
being refinanced is later than the Stated Maturity of the Notes, has a Stated Maturity at least 91 days later than the Stated Maturity
of the Notes; (B) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than
the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced (or requires no or nominal payments in cash (other
than interest payments) prior to the date that is 91 days after the maturity date of the Notes); (C) to the extent such Refinancing Indebtedness
refinances Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated
in right of payment to the Notes or such Guarantee at least to the same extent as the Indebtedness being refinanced; and (D) is Incurred
in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than
the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding
of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay premiums required by the
instruments governing such existing Indebtedness or reasonable tender premiums, as determined in good faith by the Board of Directors
of the Company, defeasance costs, accrued interest and fees and expenses in connection with any such refinancing);


 


(11)
Indebtedness of the Company or any of its Subsidiaries not to exceed $10.0 million at any one time outstanding and any Refinancing Indebtedness
in respect thereof; provided in each case that (x) the Market Capitalization of the Company exceeds $1.1 billion for at least
20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days immediately prior to incurrence and (y) the
30-Day ADTV ending on the Business Day immediately prior to incurrence is greater than or equal to $2 million;


 


(12)
Indebtedness arising from agreements of the Issuer or a Subsidiary providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose
of financing such acquisition; and


 


(13)
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk
with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk.


 


Section
4.12. Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, exchange, transfer or otherwise dispose of any of its properties or assets to, or purchase any property
or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any affiliate (each of the foregoing, an “Affiliate Transaction”) unless such Affiliate Transaction is on terms
that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction
at the time in an arm’s-length transaction with a person who was not an affiliate.


 


The
foregoing provisions will not apply to the following:


 


(a)
any employment agreement and other employment benefits (including retirement, health, stock option and other benefit plans) entered into
by the Company or any of its Subsidiaries in the ordinary course of business of the Company or such Subsidiary;


 


(b)
transactions exclusively between or among the Company and/or its Subsidiaries;


 


(c)
any agreement existing on the Issue Date, as in effect on the Issue Date, or as modified, amended or amended and restated by any modification,
amendment or amendment and restatement (x) that, taken as a whole, is not more disadvantageous to the Holders in any material respect
than such agreement as it was in effect on the Issue Date or (y) made in compliance with the applicable provisions of this covenant;


 


(d)
reasonable compensation of, and indemnity arrangements in favor of, directors of the Company and its Subsidiaries entered into in the
ordinary course of business;


 


(e)
the issuance or sale of any equity interests of the Company and any contribution to the common equity of the Company; and


 


(f)
transactions in which the Company or any Subsidiary of the Company delivers to the Trustee a letter from an Independent Financial Advisor
stating that such transaction is fair to the Company or such Subsidiary from a financial point of view or stating that the terms are
not materially less favorable than those that could have been obtained by the Company or such Subsidiary in a comparable transaction
at such time on an arms’ length basis from a Person that is not an Affiliate.


 






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Section
4.13. Limitation on Liens. The Company shall not, and shall not permit any of its Subsidiaries, directly or indirectly, to, enter
into, create, incur, assume or suffer to exist any Liens of any kind securing Indebtedness, other than Permitted Liens, on or with respect
to any property or assets of the Company or any Subsidiary now owned or hereafter acquired or any interest therein or any income or profits
therefrom, unless the Notes, the Guarantees and related Obligations are secured on an equal (or senior) and ratable basis with such Indebtedness
(and related Obligations).


 


Section
4.14. Subsidiary Guarantees. The Company shall not create any Domestic Subsidiary or permit any of its Domestic Subsidiaries, directly
or indirectly, by way of pledge, intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect
to any Indebtedness (other than the Notes) of the Company or any Guarantor, unless, in any such case, such Domestic Subsidiary executes
and delivers a supplemental indenture to this Indenture providing a Guarantee as provided in Article 17 by such Domestic Subsidiary;
provided that no Domestic Subsidiary shall be required to guarantee the Notes if it is prohibited by law from Guaranteeing the
Notes.


 


Section
4.15. Registration Rights. The Company agrees that the Holders from time to time of Registrable Securities are entitled to the
benefits of the Registration Rights Agreement. By its acceptance thereof, the Holder of Registrable Securities will have agreed to be
bound by the terms of the Registration Rights Agreement relating to such Registrable Securities.


 


Section
4.16. Payment of Taxes. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to
taxes) levied or imposed upon it or properties of it and (ii) all lawful claims for labor, materials and supplies that, if unpaid, might
by law become a lien upon the property, except for such non-compliances as could not singly or in the aggregate reasonably be expected
to have a material adverse effect on the financial condition or results of operations of the Company and its Subsidiaries, taken as a
whole.


 


Section
4.17. Compliance with Laws. The Company shall comply with all applicable statutes, rules, regulations and orders of the United
States of America, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct of its respective businesses and the ownership of its
respective properties, except for such non-compliances as could not singly or in the aggregate reasonably be expected to have a material
adverse effect on the financial condition or results of operations of the Company and its Subsidiaries, taken as a whole.


 


Section
4.18. Limitation on Sales of Assets.


 


(a)
The Company shall not, and shall not permit any Subsidiary to, make any Asset Sale unless:


 


(i)
the Company or the applicable Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to
the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;


 


(ii)
at least 75% of the consideration received in the Asset Sale by the Company or such Subsidiary is in the form of cash or Cash Equivalents.


 


For
purposes of this provision, each of the following will be deemed to be cash:


 


(A)
any liabilities, as shown on the Company most recent consolidated balance sheet, of the Company or any Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of
any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability; and


 


(B)
any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by
the Company or such Subsidiary into cash within 90 days following the date of such Asset Sale, to the extent of the cash received in
that conversion.


 


(b)
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Subsidiary, as the case may
be) may apply such Net Proceeds:


 


(i)
to repay any indebtedness secured by a Lien and, in the case of a revolving credit facility, correspondingly permanently reduce commitments
with respect thereto;


 


(ii)
to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to
any such acquisition of Capital Stock, the Permitted Business is or becomes a Guarantor;


 






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(iii)
to make a capital expenditure; or


 


(iv)
to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.


 


(c)
Pending the final application of any Net Proceeds, the Company may temporarily reduce indebtedness consisting of revolving credit borrowings
or otherwise use the Net Proceeds in any manner that is not prohibited by this Indenture. For the avoidance of doubt, any obligation
under a revolving credit facility to apply Net Proceeds from Asset Sales to permanently reduce such revolving credit facility will not
be deemed to be a permanent reduction under this Indenture unless the Company so elects in accordance with clause (1) of Section 4.18(b).


 


(d)
Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.18(b) will constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will, within 30 days thereof, make an offer (“Net
Proceeds Offer”) to (a) (i) all holders of the Notes and (ii) all holders of pari passu indebtedness that contains provisions
similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any offer will be equal to 100% of the principal amount of Notes purchased (or, in the event such pari passu indebtedness was
issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of a Net Proceeds Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes
and such other pari passu indebtedness tendered in such offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
and the Company or such other agent will select such other pari passu indebtedness to be purchased on a pro rata basis. Upon completion
of each offer, the amount of Excess Proceeds will be reset at zero.


 


(e)
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To
the extent that the provisions of any securities laws or regulations conflict with this Section 4.18(e), the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.18(e) by
virtue thereof.


 


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 not more
than 15 days after each Regular Record Date beginning with the Regular Record Date on [●], 2022, and at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may
reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee
may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such
list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 


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 consecutive days;


 


(b)
default in the payment of principal or premium, if any, 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 three Business Days;


 


(d)
failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a Make-Whole Fundamental
Change in accordance with Section 14.03(b), in each case when due and such failure continues for five Business Days;


 






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(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 aggregate 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 Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $10,000,000
(or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated
maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration
of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and
in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default
shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written
notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes
then outstanding in accordance with this Indenture;


 


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


 


(i)
an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization
or other similar relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official
of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 consecutive days; or


 


(j)
a final judgment or judgments for the payment of $10,000,000 (or its foreign currency equivalent) or more (in each case excluding any
amounts covered by insurance) in the aggregate rendered against the Company or any of its Significant Subsidiaries, 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.


 


Section
6.02. Acceleration; Rescission and Annulment. If one or more Events of Default (other than an Event of Default specified in Section
6.01(h) or Section 6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary)) 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, 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(h) or Section 6.01(i) with respect to the Company (and not with respect to a Significant
Subsidiary) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and
shall automatically be immediately due and payable.


 


The
immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have
been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered
as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and
(2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid
interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section
6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate
principal amount of the Notes then outstanding (including, without limitation, additional Notes and PIK Notes, if any), 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.


 






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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, for the first 365 days 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 (x) 0.25% per annum of the principal amount of the Notes outstanding for each day
during the first 180 days during which such Event of Default is continuing beginning on, and including, the date on which such Event
of Default occurs, and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the
365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing. Subject to the last paragraph
of this Section 6.03, 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). If the Company so elects, such Additional Interest shall be payable in cash in the same
manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event
of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) is not cured or waived
prior to such 366th day), the Notes shall be immediately subject to acceleration in accordance with Section 6.02. The provisions of this
paragraph will not affect the rights of Holders 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 365 days after the occurrence of any Event of Default relating
to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) in accordance with the immediately preceding
paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in writing of such election prior to the
beginning of such 365-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 for failure to comply with its obligations as set forth in
Section 4.06(b) as set forth in this Section 6.03, together with any Additional Interest that may accrue as a result of the Company’s
failure to timely file any document or report that the Company 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 under the Exchange Act 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. The Trustee shall have no duty to calculate
or verify the calculation of 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 and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal
and interest, if any, at the rate borne by the Notes at such time and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor
upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company
or any other obligor upon the Notes, wherever situated.


 


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


 


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.


 






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


 


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


 


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


 


Section
6.05. Application of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6 with
respect to the Notes 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 (in each of its capacities under this Indenture) 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 or the
Notes to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment
of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:


 


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


 


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


 


(c)
such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any losses, liabilities,
costs, or expenses;


 


(d)
the Trustee for 60 days after its receipt of such written notice, request and offer of such security or indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; and


 






    42


    


    

 


(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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holder), or to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement
of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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, or to institute suit
for the enforcement of any such payment or delivery, as the case may be.


 


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


 


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


 


Section
6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. Subject to the Trustee’s right to receive security
or indemnity from the relevant Holders as described herein, 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 (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not such directions are unduly prejudicial to such Holder) or that
would involve the Trustee in personal liability or that conflicts with applicable law or this Indenture.


 


The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding (including, without limitation, additional Notes
and PIK Notes, if any) determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes (x) waive any past
Default or Event of Default hereunder and its consequences except any continuing defaults relating to (i) a default in the payment of
accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price)
of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver,
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; and (y) rescind
any resulting acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of
a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on,
the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver the Company, the Trustee
and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.


 






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Section
6.10. Notice of Defaults. The Trustee shall, within 90 days after a Responsible Officer obtains actual knowledge of the occurrence
and continuance of a Default, deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall
have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the
principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest
on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected
in withholding such notice if and so long as a Responsible Officer determines in good faith 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 if an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the
request or direction of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee indemnity or
security satisfactory to the Trustee against any loss, liability, cost 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 gross negligence or its own willful
misconduct, except that:


 


(a)
prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written or actual knowledge and after
the curing or waiving of all Events of Default that may have occurred:


 


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


 


(ii)
in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof
are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations
or other facts stated therein); provided, however, that the Trustee need not act or refrain from acting based on any certificate or opinion
that it determines to be not in conformity with the requirements of this Indenture. If presented with a non-conforming certificate or
opinion, the Trustee may request the delivering party to re-issue the certificate or opinion in the manner required by this Indenture
before taking any action;


 


(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 in a court of competent jurisdiction in a final and non-appealable decision 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 written
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;


 






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(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 7.01;


 


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


 


(h)
under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes; and


 


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


 


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 hereunder or in the exercise of any of its rights or powers.


 


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


 


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


 


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


 


(c)
whenever in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of gross negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate;


 


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


 


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


 


(f)
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;


 






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


 


(h)
the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals and/or titles
of officers authorized at such times to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate
previously delivered and not superseded;


 


(i)
the Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers;


 


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


 


(k)
neither the Trustee nor any of its directors, officers, employees, agents, or affiliates shall be responsible for nor have any duty to
monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates, or
employees, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be
responsible for any inaccuracy or omission in the information obtained from the Company or for any inaccuracy or omission in the records
which may result from such information or any failure by the Trustee to perform its duties or set forth herein as a result of any inaccuracy
or incompleteness.


 


In
no event shall the Trustee be liable for any special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action. 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 and actually received by a Responsible Officer at the Corporate Trust Office
of the Trustee by the Company or by any Holder or any agent of any Holder, referencing this Indenture and/or of the Notes and stating
that it is a “notice of default.”


 


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, enforceability 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 or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture. The Trustee shall have no responsibility or liability with respect to any information,
statement or recital in any disclosure material prepared or distributed with respect to the issuance of the Notes.


 


Section
7.04. Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion
Agent 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 or Note Registrar.


 


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


 


Section
7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity under this
Indenture, from time to time and the Trustee shall receive such compensation agreed in writing between the Company and the Trustee for
all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance
with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements
of its agents and counsel and of all Persons not regularly in its employ and including reasonable attorneys’ fees in connection
with its enforcement of its rights to indemnity herein) except any such expense, disbursement or advance as shall have been caused by
its gross negligence or willful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction. The
Company also covenants to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any other document
or transaction entered into in connection herewith and its officers, directors, attorneys, employees and agents and any authenticating
agent for, and to hold them harmless against, any loss, claim (whether asserted by the Company, a Holder or any other Person), damage,
liability or expense (including reasonable attorneys’ fees) 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 determined by
a final, non-appealable decision of a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration
of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability
in the premises and enforcement of this Section 7.06. 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 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, and, for the avoidance of doubt, such lien shall
not be extended in a manner that would conflict with the Company’s obligations to its other creditors. The Trustee’s right
to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the
Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture, the payment
of the Notes, and the earlier resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors,
agents and employees of the Trustee.


 






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Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent
incur expenses or render services after an Event of Default specified in Section 6.01(h) or Section 6.01(i) 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 and Opinion of Counsel as Evidence. Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer’s Certificate and Opinion of Counsel delivered to the Trustee, and such Officer’s Certificate and Opinion of
Counsel, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for
any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section
7.08. 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 the minimum amount required by the Trust Indenture Act. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section
7.09. Resignation or Removal of Trustee. (a)  The Trustee may at any time resign by giving written notice of such resignation
to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in duplicate, executed by an Officer of the Company, 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 45 days after the giving of such notice of resignation to the Holders, the resigning Trustee may,
at the expense of the Company, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction,
for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months
(or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others
similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


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


 


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


 


then,
in either case, the Company may by an Officer’s Certificate remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, executed by an Officer’s Certificate, 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 (including, without limitation, additional
Notes and PIK Notes, if any), as determined in accordance with Section 8.04, may at any time remove the Trustee and nominate a successor
trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the
Company objects thereto, in which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section
7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.


 


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


 






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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 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.


 


No
resigning Trustee shall be responsible or liable for the actions or inactions of any successor Trustee.


 


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


 


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


 


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 notice to the Company has been deemed given pursuant to Section 18.03, 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 or writing 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 under this Indenture; and neither the Company nor the Trustee
nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered
holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being,
or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy
and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in
this Indenture or the Notes following an Event of Default, any 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 or by 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 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.


 


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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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 outstanding Notes (including, without limitation, additional
Notes and PIK Notes, if any) represented at the meeting and entitled to vote at the meeting.


 


Subject
to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly
designating it as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section
9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented
at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.


 


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


 






    50


    


    

 


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. The Company and the Trustee, at the Company’s expense, may from
time to time and at any time amend this Indenture or enter into an indenture or indentures supplemental hereto for one or more of the
following purposes to:


 


(a)
cure any ambiguity, omission, defect or inconsistency in this Indenture;


 


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


 


(c)
add guarantees with respect to the Notes;


 


(d)
secure the Notes;


 


(e)
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 under this Indenture;


 


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


 


(g)
increase the Conversion Rate as provided herein;


 


(h)
provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture
by more than one trustee;


 


(i)
irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s ability to select a Settlement Method;
provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be
elected) with respect to any Note pursuant to Section 14.02;


 


(j)
in connection with any Merger Event, provide that the notes are convertible into 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;


 


(k)
comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not materially
and adversely affect the rights of any Holder;


 


(l)
provide for the issuance of additional Notes in accordance with this Indenture; or


 


(m)
comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act to
the extent this Indenture is qualified thereunder.


 


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


 






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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 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, the Notes
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 principal amount of Notes whose Holders must consent to an amendment;


 


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


 


(c)
reduce the principal of, reduce the premium payable upon conversion or redemption of a Note or extend the Maturity Date of any Note;


 


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


 


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


 


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


 


(g)
change the ranking of the Notes;


 


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


 


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


 


Upon
the written request of the Company, and upon the filing with the Trustee of evidence of the consent of requisite 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 deliver to the
Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture. However, the failure to give such notice
to all the Holders (with a copy to the Trustee), 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 approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s
expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee
pursuant to Section 18.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.


 


Section
10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section
18.05, 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;
such Opinion of Counsel shall include a customary legal opinion stating that such supplemental indenture is the valid and binding obligation
of the Company, subject to customary exceptions and qualifications. The Trustee shall have no responsibility for determining whether
any amendment or supplemental indenture will or may have an adverse effect on any Holder.


 






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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 the consolidated assets of the Company and its
consolidated subsidiaries, taken as a whole, 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;


 


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


 


(c)
if, upon the occurrence of any such transaction, (x) the Notes would become convertible into securities issued by an issuer other than
the resulting, surviving, transferee or successor corporation, and (y) such resulting, surviving, transferee or successor corporation
is a Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully
and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under
the Notes; and


 


(d)
each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 11.01, will
have confirmed in writing that its Guarantee will continue to apply to the Obligations of the Company or the surviving entity in accordance
with the Notes and 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. Notwithstanding
the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and
its direct or indirect Wholly Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under
the Notes and this Indenture.


 


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


 


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


 






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Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


Section
12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid
interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement 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.


 


Article
13

[Reserved]


 


Article
14

Conversion of Notes


 


Section
14.01. Conversion Privilege. 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 $1,000 principal amount
or an integral multiple of $1.00 in excess thereof) of such Note at any time prior to the close of business on the second Scheduled Trading
Day immediately preceding the Maturity Date at an initial conversion rate of [●]14
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”).
Any conversion of Notes and any calculation or adjustment in connection with any conversion (including, for the avoidance of doubt, any
Specified Dollar Amount), in excess of $1,000 will be calculated and converted on a proportional basis.


 


Section
14.02. Conversion Procedure; Settlement Upon Conversion. (a)


 


(i)
Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall satisfy its Conversion
Obligation by paying or delivering, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes
being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering
any fractional share of Common Stock in accordance with subsection (j) of this Section 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 the Company’s election, as set forth in this Section 14.02. All conversions for which the relevant Conversion Date occurs during
a Redemption Period, and all conversions for which the relevant Conversion Date occurs on or after [to be the 32nd day prior to Maturity]
prior to the Maturity Date, shall be settled using the same Settlement Method and in the same proportions of cash and/or shares of Common
Stock during the respective periods.


 


(ii)
Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period, the Company shall use the same Settlement
Method for all conversions with the same Conversion Date and in the same proportions of cash and/or shares of Common Stock during the
respective periods, 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 any conversions for which the relevant Conversion Date occurs during a Redemption Period),
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 to converting Holders, the 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 any conversions for which the relevant Conversion Date occurs during a Redemption Period,
in the applicable Notice of Redemption) (the “Settlement Method Election Date”). If the Company does not elect a Settlement
Method as set forth in the immediately preceding sentence, the Company shall be deemed to have elected the Default Settlement Method
in respect of its Conversion Obligation and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000.
Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant
Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company timely delivers a Settlement
Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000
principal amount of Notes to be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes
shall be deemed to be $1,000. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify
the applicable Specified Dollar Amount will not constitute a Default or Event of Default under this Indenture.


 


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


 


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


 


 






	14 NTD: 	The
                                            initial conversion price will be the lesser of (i) $13.00 and (ii) a 30% premium to the lowest
                                            per share price at which any equity of the Company is issued within 15 days prior to the
                                            Closing Date. The rate inserted reflects subparagraph (i).



 






    54


    


    

 


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


 


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


 


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


 


(b)
Subject to Section 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 applicable procedures of the Depositary in effect at that time and, if required, pay funds
equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and
(ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth
in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) (a notice pursuant to the applicable
procedure of the Depositary or a notice 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 in a form reasonably satisfactory to the Conversion Agent), at the office of the Conversion
Agent, (3) if required, furnish appropriate endorsements and transfer documents in a form reasonably satisfactory to the Conversion Agent
and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set
forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to
this Article 14 on the Conversion Date for such conversion. No Notes may be surrendered for conversion by a Holder thereof if such Holder
has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such
Fundamental Change Repurchase Notice in accordance with Section 15.03.


 


If
more than one Note shall be surrendered for 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 to satisfy its Conversion Obligation
through Physical Settlement (provided that, with respect to any Conversion Date following the Regular Record Date immediately
preceding the Maturity Date where Physical Settlement applies to the related conversion, the Company will settle any such 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 or cause to be
issued, and deliver (if applicable) to the converting 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
of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other
than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates
representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient
to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.


 






    55


    


    

 


(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 in
this Section 14.02(h), and the Company will not adjust the Conversion Rate for any accrued and unpaid interest on any converted Notes.
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 and prior to the open of business on the corresponding Interest Payment 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
(to, but not including the corresponding Interest Payment Date) 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
on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on such Regular Record
Date); provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding
the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Scheduled
Trading Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase
Date or a Mandatory Conversion 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 exist at the time of conversion
with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record at the close of business on the Regular Record
Date immediately preceding the Maturity Date, any Redemption Date described in clause (2) of the immediately preceding sentence and any
Fundamental Change Repurchase Date described in clause (3) of the immediately preceding sentence shall receive and retain the full interest
payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been converted
following such Regular Record Date.


 


(i)
The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as
of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical
Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation
by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no
longer be a Holder of such Notes surrendered for conversion. Prior to conversion of a Holder’s Note, such Holder (in such capacity)
shall not have any rights as a stockholder of the Company.


 


(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 (or, if such Conversion
Date is not a Trading Day, the immediately preceding Trading Day), in the case of Physical Settlement, or based on the Daily VWAP for
the last Trading Day of the relevant Observation Period, in the case of Combination Settlement. For each Note surrendered for conversion,
if the Company has elected (or is deemed to have 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. Company’s Mandatory Conversion Option.


 


(a)
On or after [●], 202315 and prior to the close of business on [●], 202616,
the Company may, at its option, elect to convert the original principal amount of the Notes in whole but not in part (a “Mandatory
Conversion”) if (x) 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 (the “Mandatory Conversion Determination Date”) is greater than or equal to 130% of the Conversion Price on
each applicable Trading Day and (y) the 30-Day ADTV ending on, and including, the Mandatory Conversion Determination Date is greater
than or equal to $2,000,000 (the “Mandatory Conversion Condition”).


 





 






15
NTD: To be the date that is one day after the first anniversary of the issuance date.


16
NTD: To be the two Business Days before the Maturity Date.


 






    56


    


    

 


(b)
To exercise its right to a Mandatory Conversion, the Company will send notice of the Company’s election (a “Mandatory
Conversion Notice”) to Holders, the Trustee and the Conversion Agent no later than the fifth Business Day following the Mandatory
Conversion Determination Date.


 


Such
Mandatory Conversion Notice must state:


 


(i)
that the Notes have been called for Mandatory Conversion, briefly describing the Mandatory Conversion under this Indenture;


 


(ii)
the Mandatory Conversion Date;


 


(iii)
the current Conversion Rate;


 


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


 


(v)
the Settlement Method, which shall apply in the same proportions of cash and/or shares of Common Stock to all Holders; and


 


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


 


(c)
If the Company exercises its right to effect a Mandatory Conversion in accordance with this Section 14.03, then a Conversion Date will
automatically, and without the need for any action on the part of any Holder, the Trustee or the Conversion Agent, be deemed to occur,
with respect to each Note then outstanding, on the Mandatory Conversion Date. The Mandatory Conversion Date will be a Business Day of
the Company’s choosing that is no more than 30, nor less than 10, Business Days after the Company sends the Mandatory Conversion
Notice; provided that the Mandatory Conversion Date shall be no later than the second Scheduled Trading Day prior to the Maturity Date.
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 Mandatory Conversion Date or the related Observation Period.


 


(d)
The Conversion Rate in connection with a Mandatory Conversion shall be increased by a number of Additional Shares per $1,000 principal
amount of Notes assuming the Notes had been converted pursuant to Section 14.04.


 


(e)
Each share of Common Stock delivered upon a Mandatory Conversion of any Note will be a newly issued or treasury share and will be duly
and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim. If the Common Stock
is then listed on any securities exchange and has been registered on an effective registration statement with the Commission, then the
Company will cause each share of Common Stock, when delivered upon a Mandatory Conversion of any Note, to be admitted for listing on
such exchange. Notwithstanding anything herein to the contrary, the Company shall not be permitted to effect any Mandatory Conversion
hereunder unless as of such Mandatory Conversion Date no Equity Conditions Failure then exists.


 


Section
14.04. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or during
a Redemption Period. (a)  If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date
and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or (ii) the Company issues a Notice of
Redemption as provided under Section 16.02 and a Holder elects to convert such Notes with a Conversion Date during the related Redemption
Period, the Company shall, in each case, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered
for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion
of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant
Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including,
the close of business on 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”). For the avoidance of doubt, the Company shall not increase the Conversion Rate pursuant to the provisions
of this Section 14.03 on account of an anticipated Fundamental Change that does not occur. If the Company issues a Notice of Redemption
as set forth under Section 16.02 the Company shall increase the Conversion Rate during the related Redemption Period only with respect
to conversions of Notes called for redemption (or deemed called for redemption as contemplated by the penultimate sentence of Section
16.02(d)), and not for Notes not called for redemption. Accordingly, if the Company elects to redeem fewer than all of the outstanding
Notes as described under Section 16.05. Holders of the Notes not called for redemption will not be entitled to convert such Notes on
account of the Notice of Redemption and will not be entitled to an increased Conversion Rate for conversions of such Notes on account
of the Notice of Redemption during the related Redemption Period if such Notes are otherwise convertible, except in the limited circumstances
set forth in the penultimate sentence of Section 16.02(d).


 






    57


    


    

 


(b)
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or of Notes called for redemption with a Conversion
Date occurring during the related Redemption Period, the Company shall, at its option, satisfy the related Conversion Obligation by Physical
Settlement, Cash Settlement or Combination Settlement based on the Conversion Rate as increased to reflect the additional shares pursuant
to the table set forth below, 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, the Reference Property following
such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole
Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed
to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any increase to reflect
the Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and 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 in writing 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 for conversions in connection with a Make-Whole
Fundamental Change or a Notice of Redemption shall be determined by reference to the table below, based on the date on which the Make-Whole
Fundamental Change occurs or becomes effective (in each case, the “Effective Date”) or the Redemption Notice Date,
as applicable, 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 on the Redemption Notice Date, as applicable. 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 ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the applicable
Effective Date of the Make-Whole Fundamental Change or the Redemption Notice Date, as the case may be. In the event that a conversion
during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be
converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the applicable Redemption
Notice Date or the Effective Date of the applicable Make-Whole Fundamental Change, and the later event will be deemed not to have occurred
for purposes of this Section 14.03.


 


(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 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 or Redemption Notice Date, as applicable, set forth below:17


 


	 	 	Stock
    Price18

	Effective
    Date/Redemption Notice Date	 	$10.00	 	$12.00	 	$14.00	 	$16.00	 	$18.00	 	$20.00	 	$25.00	 	$30.00	 	$40.00	 	$50.00
	[●], 2022	 	13.0430	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[●], 2023	 	13.0430	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[●], 2024	 	13.0430	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	[●], 2025	 	13.0430	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[●], 2026	 	13.0430	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


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


 


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


 


(ii)
if the Stock Price is greater than $50.00 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


 





 






	17	NTD: 	Table
                                            to be completed prior to issuance using customary methodology with the assistance of a nationally
                                            recognized investment bank that has experience with convertible notes of this type.



	18	NTD: 	Bankers
                                            to confirm.



 






    58


    


    

 


(iii)
if the Stock Price is less than $10.00 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.


 


Notwithstanding
the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed [●] 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 14.04 shall prevent an adjustment to the Conversion Rate that would otherwise be required pursuant to Section
14.04 in respect of a Make-Whole Fundamental Change.


 


Section
14.05. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following
events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other
than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms
as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04,
without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied
by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor the Conversion Agent shall
have any responsibility to verify the accuracy of any adjustment to the Conversion Rate. The Company shall notify the Holders, the Trustee
and the Conversion Agent promptly in writing of any adjustments to the Conversion Rate, which adjustments shall be conclusive and binding
on holders, absent manifest error.


 


(a)
If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all or substantially
all holders 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, as applicable;


 


		OS0	=	the
                                            number of shares of Common Stock outstanding immediately prior to the open of business on
                                            such Ex-Dividend Date or Effective Date, as applicable; and


 


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


 


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 Company determines in good faith 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.


 



    59


    


    




 


(b)
If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to
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:


 





 


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(a) 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,
or if no such rights, options or warrants are exercised prior to their expiration, 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(a) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants
entitle the holders of the Common Stock 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 of such issuance, and in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the 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.


 


(c)
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding
(i) dividends, distributions or issuances as to which an adjustment was effected (or would be effected, disregarding the 1% Provision)
pursuant to Section 14.04(a) or Section 14.04(b), (ii) rights issued under a stockholders rights plan (except as provided in Section
14.11), (iii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply,
(iv) distributions of Reference Property in exchange for, or upon conversion of, Common Stock in a Merger Event and (v) Spin-Offs as
to which the provisions set forth 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:


 





 






    60


    


    

 


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) 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. In the case of any distribution of rights, options or warrants,
to the extent such rights, options or warrants expire unexercised, the Conversion Rate shall be immediately readjusted to the Conversion
Rate that would then be in effect had such unexercised rights, options or warrants not been distributed. 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.


 


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, other business
unit or Affiliate of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange
(a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


		CR0	   =	 the
                                            Conversion Rate in effect immediately prior to the end of the Valuation Period;



 


		CR’	    =	 the
                                            Conversion Rate in effect immediately after the end of the Valuation Period;



 


	 	FMV0	=	the average of the Last Reported Sale Prices
    of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common
    Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 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, the reference to “10” in the preceding paragraph shall be deemed to be replaced
with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including,
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, the reference 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.


 






    61


    


    

 


If
any dividend or distribution that constitutes a spin-off is declared but not so paid or made, the Conversion Rate shall be immediately
decreased, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared or announced.


 


For
purposes of this Section 14.04(c) (and subject in all respects 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


 






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


 


then,
in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed
to be a dividend or distribution to which this Section 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 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 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 Company determines in good faith not to make or pay such dividend or distribution, to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined
above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, for each $1,000 principal amount of Notes it holds, 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 make a payment in respect of a tender or exchange offer for the Common Stock that is subject
to the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer), 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) 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 the preceding paragraph shall be deemed replaced with such lesser number of Trading
Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer expires to, and
including, 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 from, and including, the Trading Day next succeeding the expiration date of such tender or exchange
offer to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day.


 






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If
the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer
described in this Section 14.04(e) but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such
purchase or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in
effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.


 


(f)
  Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes,
if: (i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date as described in this
Section 14.04; (ii) a Note is to be converted for which the conversion consideration includes shares of Common Stock; (iii) any Trading
Day in the Observation Period for such conversion occurs on or after such Ex-Dividend Date and on or before the related Record Date;
(iv) the consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that is adjusted
for such dividend or distribution; and (v) the Holder would be entitled to participate in such dividend or distribution on account of
such shares, then, notwithstanding anything to the contrary: the Conversion Rate adjustment relating to such Ex-Dividend Date shall be
made for such conversion in respect of such Trading Day, but the shares of Common Stock issuable with respect to such Trading Day based
on such adjusted conversion rate shall not be entitled to participate in such dividend or distribution.


 


(g)
If a Holder has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would become 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.


 


(h)
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.


 


(i)
  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 Company determines, in good faith, 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 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.


 


(j)
  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 (other than any such issuance described in
clause (a), (b) or (c) of this Section 14.04) at a price below the Conversion Price for the Notes;


 






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(ii)
   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;


 


(iii)
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 (other than any
stockholder rights plan);


 


(iv)
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 (iii) of this subsection and outstanding as of the date the Notes were first issued;


 


(v)
for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries described in
clause (e) of this Section 14.04;


 


(vi)
upon the repurchase of any shares of Common Stock that is not a tender offer or exchange offer of the nature described under clause (e)
of this Section 14.04 including (structured or derivative transactions and open market repurchases of shares of Common Stock, or transactions
pursuant to a stock repurchase program approved by the Board of Directors or otherwise);


 


(vii)
  for any issuance of PIK Notes;


 


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


 


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


 


(k)
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.


 


(l)
  If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result
in a change of less than 1% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and
carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur
of the following: (i) when all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate; (ii)
the Conversion Date for any Notes (in the case of Physical Settlement); (iii) on each Trading Day of an Observation Period for any Note;
(iii) the effective date of a Fundamental Change and/or Make-Whole Fundamental Change; (iv) if the Company calls any Notes for redemption;
or (v) [●], 202619, in each case, unless the adjustment has already been made.
The provision described in the immediately preceding sentence of this Section 14.04(l) is referred to herein as the “1% Provision.”


 


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


 





 






		19	NTD:
                                            This shall be the date that is 6 months before maturity.



 






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(n)
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
14.06. 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 an Observation
Period and the Stock Price for purposes of a Make-Whole Fundamental Change or for purposes of determining whether the Company may issue
a Notice of Redemption), the Company shall make appropriate adjustments in good faith to each to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or
expiration date, as the case may be, of the event occurs at any time during the period when the Last Reported Sale Prices, the Daily
VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


Section
14.07. Shares to Be Fully Paid. The Company shall maintain, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the 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
14.08. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.


 


(a)
In the case of:


 


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


 


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


 


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


 


(iv)
any statutory share exchange,


 


in
each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or
assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time
of the Merger Event, the Company or the successor or acquiring person, as the case may be, shall execute with the Trustee a supplemental
indenture, without the consent of the Holders, providing that at and after the effective time of such Merger Event, the right to convert
each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount
of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number
of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive
(the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of
Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the
effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee
a supplemental indenture permitted under Section 10.01(j) providing for such change in the right to convert each $1,000 principal amount
of Notes; provided, however, that at and after the effective time of the Merger Event (A) the Company or the successor
or acquiring company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid
or delivered, as the case may be, in respect of the remainder, if any, of the Conversion Obligation in excess of the principal amount
of the Notes being converted, in accordance with Section 14.02, (B) any amount payable in cash upon conversion of the Notes in accordance
with Section 14.02 shall continue to be payable in cash, (C) 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 received in such Merger Event and (D) the Daily VWAP shall
be calculated based on the value of a unit of Reference Property.


 






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


 


If
the Reference Property in respect of any Merger Event includes, in whole or in part, shares of Common Equity or securities convertible
into or exchangeable for shares of Common Equity, the 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 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into
or exchangeable for shares of Common Equity. If the Reference Property in respect of any such Merger Event includes shares of stock,
securities or other property or assets, other than cash and/or cash equivalents, of a Person other than the Company or the successor
or purchasing corporation, as the case may be, in such Merger Event and such other company, if an affiliate of the Company (or, if the
Company does not survive the Merger Event, an affiliate of the successor or purchasing company) is party to the transaction, such other
company shall also execute such supplemental indenture, and such supplemental indenture shall contain such additional provisions to protect
the interests of the Holders as the Company shall in good faith reasonably consider 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 Merger Event, any adjustment to be made with respect
thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered 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.


 






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(c)
The Company shall not become a party to any Merger Event unless its terms are reasonably consistent with this Section 14.07 and in compliance
with Section 14.10. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares
of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior
to the effective date of such Merger Event.


 


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


 


Section
14.09. 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 at any time the Common Stock shall be listed on any national securities exchange or automated quotation
system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation
system, any Common Stock issuable upon conversion of the Notes.


 


Section
14.10. 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). Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under
this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine
whether the Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of
the Holders if the Notes have become convertible pursuant to the terms of this Indenture.


 






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


 


(a)
action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or
Section 14.11; or


 


(b)
voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


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


 


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


 


Section
14.13. Exchange in Lieu of Conversion.


 


(a)
When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct
the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one
or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange
in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to
timely pay and/or deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to
be converted and pay or deliver, as the case may be, cash, shares of Common Stock or combination thereof at the election of the Company
due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s)
(the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business
on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee)
and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall notify the Designated
Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration
to be paid and/or delivered, as the case may be.


 






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(b)
Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding and the Designated Financial Institution(s) shall
be the holder(s) of the Notes, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s)
to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or
if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion
Agent and the Holder surrendering its Notes for conversion and pay and/or deliver, as the case may be, the relevant Conversion Consideration,
as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election and the Notes will be cancelled
in accordance with the provisions of this Indenture.


 


(c)
The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not
require such Designated Financial Institution(s) to accept any Notes.


 


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 prior to the Maturity
Date, 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 of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 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 Business Days or more than 35 Business Days following the date of the Fundamental Change Company
Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding,
the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), 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, on or, at the Company’s election, before such Interest Payment Date, the full amount
of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall
be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15.


 


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


 


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


 


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


 


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


 


(1)
if Physical Notes have been issued the certificate numbers of the Notes to be delivered for repurchase;


 


(2)
the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and


 






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(3)
that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.


 


If
the Notes are Global Notes, to exercise the Fundamental Change repurchase right, Holders must surrender their Notes in accordance with
applicable Depositary procedures.


 


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


 


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


 


(c)
On or before the 15th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all
Holders and the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee) 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 such information on the Company’s website
or through such other public medium as the Company may use at that time, including through the filing of a Form 8-K with the Commission.
Each Fundamental Change Company Notice shall specify:


 


(i)
  the events causing the Fundamental Change;


 


(ii)
  the effective 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;


 


(vii)
  if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result
of a Fundamental Change (or related Make-Whole Fundamental Change);


 


(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 validly 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.


 






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At
the Company’s written 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
and delivered to the Trustee at least three Business Days prior (or such shorter period as shall be acceptable to the Trustee).


 


(d)
Notwithstanding anything to the contrary in this Article 15, the Company shall not be required to repurchase, or to make an offer to
repurchase, the Notes upon 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 for an offer made by the Company as set forth in this Article 15 and such third party purchases all
Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance
with the requirements for an offer made by the Company as set forth above.


 


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


 


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


 


(i)
  the principal amount of the Notes with respect to which such notice of withdrawal is being
submitted, which must be $1,000 or an integral multiple thereof,


 


(ii)
  the certificate number of the Note in respect of which such notice of withdrawal is being
submitted, and


 


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


 


If
the Notes are Global Notes, such notice of withdrawal must comply with applicable 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 validly withdrawn
prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the
later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii)
the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder
thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto
as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer
of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon
written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.


 






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(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 pay the Fundamental Change Repurchase Price (and, to the extent not included in the Fundamental Change Repurchase
Price, accrued and unpaid interest, if applicable) of the Notes 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
whether or not 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, to the extent not included in the Fundamental
Change Repurchase Price, accrued and unpaid interest, if applicable).


 


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


 


Section
15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental
Change pursuant to this Article 15, the Company will, if required:


 


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


 


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


 


(c)
otherwise comply in all material respects 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.


 


However,
to the extent that the obligations of the Company to offer to repurchase and to repurchase Notes pursuant to the provisions described
above conflict with any law or regulation adopted after the date of this Indenture and that is applicable to the Company, the Company’s
compliance with such law or regulation shall not be considered to be a Default of those obligations.


 


Article
16


Optional
Redemption


 


Section
16.01. Optional Redemption. No sinking fund is provided for the Notes. On a Redemption Date occurring before the 21st
Scheduled Trading Day before the Maturity Date, the Company may redeem (an “Optional Redemption”) for cash all or
any part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and
accrued and unpaid interest to, the Redemption Date (subject to the right of Holders on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date).


 






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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 it or, at its written request received by the Trustee not less than five Business Days prior to the Redemption Notice
Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company,
shall deliver or cause to be delivered a written notice of such Optional Redemption (a “Notice of Redemption”) (in
all cases, the text of such Notice of Redemption shall be prepared by the Company) not less than 35 nor more than 65 Scheduled Trading
Days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part; provided, however, that,
if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent
and the Paying Agent. In the case of any Optional Redemption in part, Holders of Notes not called for Optional Redemption will not be
entitled to an increased Conversion Rate for such Notes in accordance with Section 14.03 and Section 16.02(c). The Redemption Date must
be a Business Day.


 


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


 


(i)
 the Redemption Date (which must be a Business Day);


 


(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;


 


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


 


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


 


(vi)
the procedures a converting Holder must follow to convert its Notes and the forms and amounts of consideration payable by the Company
upon conversion;


 


(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 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 Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued, which principal
amount must be $1,000 or a multiple thereof (or if a PIK Payment has been made, in a principal amount of $1.00 or an integral multiple
of $1.00 in excess of $1.00).


 


A
Notice of Redemption shall be irrevocable.


 






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(d)
If fewer than all of the outstanding Notes are to be redeemed 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 rules and procedures of the Depositary. If fewer than all of the
outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions
thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) 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, subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures. If fewer
than all of the outstanding Notes are to be redeemed 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 45th 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 such Holder
or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of
business on the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption
Price pursuant to Section 14.01(b)(v), in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be
of a Note called for redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing.


 


Section
16.03. Payment of Notes Called for Redemption. (a) If any Notice of Redemption 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 Notice of Redemption
and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Notice of Redemption,
the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.


 


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


 


Section
16.04. Restrictions on Redemption. No Notes may be redeemed 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


Guarantee


Section
17.01. Guarantee.


 


Subject
to this Article 17, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns the Notes or the obligations of the Company hereunder
or thereunder, that: (a) the principal of, premium (if any) and interest on the Notes will be promptly paid in full when due, whether
at the Maturity Date, by acceleration, or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at the Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 






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The
Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives,
to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and
this Indenture.


 


If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.


 


If
an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any
Note hereunder, this Guarantee shall be valid nevertheless.


 


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


 


Section
17.02. Limitation on Guarantor Liability.


 


Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate
the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article Ten, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent transfer or conveyance.


 






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Each
Guarantor that makes a payment for distribution under its Guarantee is entitled to a contribution from each other Guarantor in a pro
rata amount based on the adjusted net assets of each Guarantor.


 


Section
17.03. Release of Guarantees.


 


Any
Guarantee by a Subsidiary of the Notes shall provide by its terms that it (and all Liens securing such Guarantee) shall be automatically
and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:


 


(1)
the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or


 


(2)
any sale, issuance or other disposition (by merger or otherwise) to any Person which is not a Subsidiary of the Company of (i) all or
substantially all of the assets of such Subsidiary or (ii) Capital Stock of a Subsidiary such that such Subsidiary ceases to be a Subsidiary;
provided that such sale or disposition of such Capital Stock is otherwise permitted by the terms of this Indenture.


 


Article
18

Miscellaneous Provisions


 


Section
18.01. 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
18.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect
by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the
Company.


 


Section
18.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes
if given or served by overnight courier or by being deposited postage prepaid by registered or certified mail in a post office letter
box addressed (until another address is filed by the Company with the Trustee) to [●]20,
Attention: [●], Email: [●], with a copy to Colin Diamond, White & Case LLP, 1221 Avenue of the Americas, New York, NY
10020 and Laura Katherine Mann, White & Case LLP, 609 Main Street, Houston, TX, 77002. Any notice, direction, request or demand hereunder
to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited
postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically
in PDF format, whether by mail or electronically, upon actual receipt by the Trustee.


 


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. Notwithstanding any other
provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any Fundamental
Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given
to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic
mail in accordance with the Depositary’s applicable procedures.


 





 






20
Note to Draft: Company to provide.


 






    78


    


    

 


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
18.04. 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
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
18.05. 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 furnish to
the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture.


 


Each
Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the
Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall
include (a) a statement that the person 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 and that all conditions precedent to such
action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the
original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted
Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by
non-Affiliates of the Company under Rule 144 and the removal of the restrictive legends in connection therewith unless a new Note is
to be authenticated, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee
receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely
on an Officer’s Certificate or certificates of public officials.


 






    79


    


    

 


Notwithstanding
anything to the contrary in this Section 18.05, 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 such Opinion of Counsel.


 


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


 


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


 


Section
18.08. 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 Custodian, 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
18.09. 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
18.10. 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 18.10, 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.


 






    80


    


    

 


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


 


The
provisions of Section 7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 18.10 shall be applicable to any authenticating
agent.


 


If
an authenticating agent is appointed pursuant to this Section 18.10, 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
Signatory


 


Section
18.11. 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 transmission shall constitute effective execution and delivery of this Indenture as to the other parties hereto
shall be deemed to be their original signatures for all purposes.


 


All
notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee
hereunder that is required to be signed must be in the form of a document that is signed manually or by way of a digital signature provided
by DocuSign (or such other digital signature provider as specified in writing to Trustee by the Company)), in English. The Company agrees
to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to Trustee, including,
without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Section
18.12. 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
18.13. 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
18.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, epidemics, pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


 






    81


    


    

 


Section
18.15. 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 Redemption Price, 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,
any Additional Interest payable on the Notes, the Conversion Rate of the Notes, and the Trading Price of the Notes for purposes of determining
whether the Notes are convertible as described in this Indenture. The Company shall make all of 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 Company will forward its calculations
to any Holder of Notes upon the written request of that Holder.


 


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


 


[Remainder
of page intentionally left blank]


 






    82


    


    

 








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


 


	 	[●]	 
	 	 	 
	 	By:	 
	 	 	Name:	[Rajat Suri]
	 	 	Title:	[Chief Executive Officer]
	 	 	 	 
	 	U.S. Bank National Association,
    as
	 	Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


    


    

 


Exhibit
A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE
FOLLOWING LEGEND 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:


 


AGREES
FOR THE BENEFIT OF [●] (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 AND IS EFFECTIVE
                                            AT THE TIME OF SUCH TRANSFER, OR



 


		(C)	TO
                                            A PERSON REASONABLY BELIEVED TO BE 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 FOR THE COMPANY 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 [●] OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
OF [●] DURING THE PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.]21


 





 






	21	The
                                            Restrictive Legend shall be deemed removed from the face of this Note without further action
                                            by the Company, Trustee or the Holders of this Note at such time and in the manner provided
                                            under Section 2.05 of the Indenture.



 






    A-1


    


    

 








[●]


 


9.0%/11.0%
Convertible Senior PIK Toggle Notes due 2026


 


No.
[_] [Initially]22 $[_]23


 


CUSIP
No. [_]24


 


[●],
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.]25 [_]26,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]27
[of $[_]]28, which amount, taken together with the principal amounts
of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $[70],000,000 (excluding PIK Notes), in accordance
with the rules and applicable procedures of the Depositary, on [●], 2026, and interest thereon as set forth below.


 


The
Company will pay interest on the principal amount of this Note as Cash Interest or PIK Interest, at the Company’s election pursuant
to a PIK Election, from [●], 2022 until maturity. Cash Interest on this Note will accrue at the rate of 9.0% per annum and be payable
in cash. PIK Interest on this Note will accrue at the rate of 11.0% per annum and shall be payable either (x) by increasing the principal
amount of the outstanding Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the
nearest $1.00) or (y) if the Notes are no longer held as Global Notes, by issuing PIK Notes in certificated form in an aggregate principal
amount equal to the amount of PIK Interest for the period (rounded up to the nearest $1.00), and the Trustee will, at the request of
the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Regular
Record Date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global
Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of
such PIK Payment. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to
the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as Notes issued on the Last Original
Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. Unless the
context requires otherwise, references to Notes or the “principal” or the “principal amount” of Notes including
for any purpose includes any increase in the principal amount of the Notes as a result of a PIK Payment.


 


Interest
is payable quarterly in arrears on each March 15, June 15, September 15 and December 15, commencing on [June 15], 2022, to Holders of
record at the close of business on the preceding March 1, June 1, September 1 and December 1 (whether or not such day is a Business Day),
respectively. Additional Interest will be payable as set forth in Section 4.06(d) 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) 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.


 





 



		22	Include
                                            if a global note.



 


		23	To
                                            be broken into multiple global notes.



 


		24	This
                                            Note will be deemed to be identified by CUSIP No. [_] from and after such time when (i) the
                                            Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written
                                            notice to the Trustee of the occurrence of the Resale Restriction Termination Date and the
                                            removal of the restrictive legend affixed to this Note and (ii) this Note is identified by
                                            such CUSIP number in accordance with the applicable procedures of the Depositary.



 


		25	Include
                                            if a global note.



 


		26	Include
                                            if a physical note.



 


		27	Include
                                            if a global note.



 


		28	Include
                                            if a physical note.



 






    A-2


    


    

 


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


 


The
Company shall pay the principal of, premium (if any) and any Cash Interest and Applicable Premium on each 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. For any interest payment period, the Company may pay interest on each Note by paying Cash Interest or PIK Interest at the
Company’s election pursuant to a PIK Election. The Company shall pay any PIK Interest as described above. As provided in and subject
to the provisions of the Indenture, the Company shall pay the principal of and premium (if any) on any Notes (other than Notes that are
Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as
its Paying Agent and Note Registrar in respect of the Notes and its agency in the 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
by the Trustee or a duly authorized authenticating agent under the Indenture.


 


[Remainder
of page intentionally left blank]


 






    A-3


    


    

 


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


 


	 	[●]	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


Dated:


 


TRUSTEE’S
CERTIFICATE OF

AUTHENTICATION


 


U.S.
Bank National Association

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

in the within-named Indenture.


 


By:
__________________________________


Authorized
Signatory


 






    A-4


    


    

 


[FORM
OF REVERSE OF NOTE]


 


[●]


9.0%/11.0%
Convertible Senior PIK Toggle Notes due 2026


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 9.0%/11.0% Convertible Senior PIK Toggle Notes due
2026 (the “Notes”), limited to the aggregate principal amount of $[70],000,000 (excluding PIK Notes), all issued under
and pursuant to an Indenture dated as of [●], 2022 (the “Indenture”), between the Company and U.S. Bank National
Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified
in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the
Indenture.


 


In
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.


 


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 (including, without limitation, additional Notes and PIK Notes, if any), 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 (including, without limitation, additional Notes and PIK Notes, if any) may on behalf of the Holders of all of the Notes
waive any past Default or Event of Default under the Indenture and its consequences.


 


Each
Holder shall have the right to receive payment or delivery as described in the Indenture.


 


The
Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof, subject
to the issuance of PIK Notes or the increase in the principal amount of a Global Note in order to evidence PIK Payments, which PIK Notes
or increased principal amount of a Global Note will be in denominations of $1.00 and integral multiples of $1.00 in excess thereof. At
the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of
any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax
that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes
being different from the name of the Holder of the old Notes surrendered for such exchange.


 


The
Notes shall be redeemable at the Company’s option on or after [●], 20[●] 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.


 


The
Company is, subject to certain conditions and exceptions, obligated to make a Net Proceeds Offer to all Holders to purchase that amount
of Notes equal to Excess Proceeds at a price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if any,
to but not including the date of purchase, with Excess Proceeds, in each case, of certain sales or other dispositions of assets in accordance
with the Indenture.


 


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


 






    A-5


    


    

 


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-6


    


    

 


SCHEDULE
A29


SCHEDULE
OF EXCHANGES OF NOTES


[●]

9.0%/11.0% Convertible Senior PIK Toggle Notes due 2026


 


The
initial principal amount of this Global Note is DOLLARS ($[__]). The following increases (including for PIK Interest) 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
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 





 






		29	Include
                                            if a global note.



 






    A-7


    


    

 


Attachment
1


 


[FORM
OF NOTICE OF CONVERSION]


 


To:
U.S. Bank National Association, as Trustee


[●]30


Attention:
[●]


 


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 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.


 





 






		30	Note
                                            to Draft: Trustee to provide.



 






    1


    


    

 


Fill
in for registration of shares if to be

issued, and Notes if to be delivered,

other than to and in the name of the

registered holder:


 


___________________


(Name)


 


___________________


(Street
Address)


 


_____________________


(City,
State and Zip Code)


Please
print name and address


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


 


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


 


Social
Security or Other Taxpayer

Identification Number


 












    2


    


    

 


Attachment
2








 


[FORM
OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:
U.S. Bank National Association, as Trustee


[●]31


Attention:
[●]


 


The
undersigned registered owner of this Note hereby acknowledges receipt of a notice from [●] (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.





 






		31	Note
                                            to Draft: Trustee to provide.



 






    1


    


    

 


Attachment
3





 


[FORM
OF ASSIGNMENT AND TRANSFER]


 


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
                                            [●] 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.



 


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.


 






    1


    


    

 


EXHIBIT
B


 


FORM
OF PIK ELECTION NOTICE


 


ISSUER
NOTIFICATION OF PIK INTEREST ELECTION


 


[  
], 20[   ]


 


This
notification is delivered to you, U.S. Bank National Association, Trustee (the “Trustee”) under the indenture dated [●],
202[●], among [●] (the “Company”), the guarantors party thereto, and the Trustee (as amended, supplemented, or
otherwise modified from time to time, the “Indenture”), in connection with the Company’s option to elect to pay PIK
Interest as set forth in the Indenture. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto
in the Indenture.


 


The
undersigned Officer of the Company (the “Officer”) hereby certifies that the undersigned is authorized to execute this notification
on behalf of the Company (and not in a personal capacity) and does hereby notify the Trustee and the Paying Agent, in the name and on
behalf of the Issuer (and not in a personal capacity), that for the Interest Payment Date of [____________________], 20[ ], the Company
shall pay [all] or [$ ] of the interest on the Notes that will be due and payable on such Interest Payment Date by way of a PIK Payment.


 


 


IN
WITNESS WHEREOF, the undersigned have executed this Officer’s Certificate as of the date first written above.


 


By:________________________________


Name:
__________________________


Title:
__________________________


 


 


B-1