Exhibit
                                            4.1

                                                                              

                                                                             EXECUTION
                                            VERSION

                                                                              

                                                                             


 



 

    INSPIRED
    ENTERTAINMENT (FINANCING) PLC

     

    as
    the Issuer

     

    INSPIRED
    ENTERTAINMENT, INC.

     

    as
    the Company and as Guarantor

     

    and

     

    any
    other Guarantors from time to time party hereto

     

    and

     

    GLAS
    TRUSTEES LIMITED

     

    as
    Trustee

     

    GLAS
    TRUST CORPORATION LIMITED

     

    as
    Security Agent

     

    and

     

    GLAS
    TRUST COMPANY LLC

     

    as
    Paying Agent, Registrar and Transfer Agent

     

    


 



 

    INDENTURE

     

    Dated
    as of May 20, 2021

     

    


 



 

    £235,000,000
    7.875% Senior Secured Notes due 2026

     

    


 



 

    







    	 



     


    

 


TABLE
OF CONTENTS











	 	Page
	Article
    1.	 
	Definitions
    and Incorporation	 
	by
    Reference	 
	Section
    1.01	Definitions	1
	Section
    1.02	Other
    Definitions	36
	Section
    1.03	Rules
    of Construction	36
	 	 	 
	Article
    2.	 
	The
    Notes	 
	Section
    2.01	Form
    and Dating	37
	Section
    2.02	Execution
    and Authentication	38
	Section
    2.03	Registrar,
    Transfer Agent and Paying Agent	39
	Section
    2.04	Paying
    Agent to Hold Money	39
	Section
    2.05	Holder
    Lists	39
	Section
    2.06	Transfer
    and Exchange	40
	Section
    2.07	Replacement
    Notes	46
	Section
    2.08	Outstanding
    Notes	47
	Section
    2.09	Acts
    by Holders	47
	Section
    2.10	Temporary
    Notes	47
	Section
    2.11	Cancellation	47
	Section
    2.12	Defaulted
    Interest	48
	Section
    2.13	ISIN
    or Common Code Number	48
	Section
    2.14	Deposit
    of Moneys	48
	Section
    2.15	Agents	48
	Section
    2.16	Series
    of Notes	49
	 	 	 
	Article
    3.	 
	Redemption
    And Prepayment	 
	Section
    3.01	Notices
    to Trustee and Paying Agent	49
	Section
    3.02	Selection
    of Notes to Be Redeemed or Purchased	49
	Section
    3.03	Notice
    of Redemption	50
	Section
    3.04	Effect
    of Notice of Redemption	51
	Section
    3.05	Deposit
    of Redemption or Purchase Price	51
	Section
    3.06	Notes
    Redeemed or Purchased in Part	52
	Section
    3.07	Optional
    Redemption	52
	Section
    3.08	Redemption
    for Taxation Reasons.	53
	 	 	 
	Article
    4.	 
	Covenants	 
	Section
    4.01	Payment
    of Notes	54
	Section
    4.02	Reports	54
	Section
    4.03	Compliance
    Certificate; Notice of Defaults	56
	Section
    4.04	Limitation
    on Restricted Payments	57
	Section
    4.05	Limitation
    on Restrictions on Distributions from Restricted Subsidiaries	62
	Section
    4.06	Limitation
    on Indebtedness	64
	Section
    4.07	Limitation
    on Sales of Assets and Subsidiary Stock	68
	Section
    4.08	Limitation
    on Affiliate Transactions	71
	Section
    4.09	Limitation
    on Liens	74
	Section
    4.10	Impairment
    of Security Interest	74


 




    	i



     


    

 


	Section
    4.11	Maintenance
    of Listing	75
	Section
    4.12	Change
    of Control	75
	Section
    4.13	Limitation
    on Lines of Business	77
	Section
    4.14	Future
    Note Guarantees	77
	Section
    4.15	Intercreditor
    Agreement and Additional Intercreditor Agreements	77
	Section
    4.16	Payment
    for Consent	78
	Section
    4.17	Withholding
    Taxes	79
	Section
    4.18	Suspension
    of Covenants on Achievement of Investment Grade Status	81
	Section
    4.19	Maintenance
    of Office or Agency	82
	Section
    4.20	Limitations
    on the Issuer’s Activities	82
	Section
    4.21	Limitations
    on the Company’s Activities	83
	Section
    4.22	Financial
    Calculations for Limited Condition Acquisitions	83
	Section
    4.23	Designation
    of Restricted and Unrestricted Subsidiaries.	84
	 	 	 
	Article
    5.	 
	Merger
    and Consolidation	 
	Section
    5.01	The
    Company and the Issuer	84
	Section
    5.02	Subsidiary
    Guarantors	85
	 	 	 
	Article
    6.	 
	Defaults
    and Remedies	 
	Section
    6.01	Events
    of Default	86
	Section
    6.02	Acceleration	88
	Section
    6.03	Other
    Rights and Remedies	89
	Section
    6.04	Waiver
    of Past Defaults	89
	Section
    6.05	Control
    by Majority	89
	Section
    6.06	Limitation
    on Suits	90
	Section
    6.07	Rights
    of Holders of Notes to Receive Payment	90
	Section
    6.08	Collection
    Suit by Trustee	90
	Section
    6.09	Trustee
    May File Proofs of Claim	90
	Section
    6.10	Priorities	91
	Section
    6.11	Undertaking
    for Costs	91
	Section
    6.12	Restoration
    of Rights and Remedies	91
	Section
    6.13	Waiver
    of Stay or Extension Laws	92
	Section
    6.14	Rights
    and Remedies Cumulative	92
	Section
    6.15	Delay
    or Omission Not Waiver	92
	Section
    6.16	Enforcement
    by Holders	92
	Section
    6.17	Voting
    Record Date	92
	 	 	 
	Article
    7.	 
	Trustee	 
	Section
    7.01	Duties
    of Trustee	92
	Section
    7.02	Rights
    of Trustee and the Security Agent	94
	Section
    7.03	Individual
    Rights of Trustee and the Security Agent	96
	Section
    7.04	Trustee’s
    and Security Agent’s Disclaimer	96
	Section
    7.05	Notice
    of Defaults	96
	Section
    7.06	Compensation
    and Indemnity	97
	Section
    7.07	Removal,
    Resignation and Replacement of Trustee or the Security Agent	98
	Section
    7.08	Successor
    Trustee or Security Agent, by Merger, etc.	99
	Section
    7.09	Eligibility;
    Disqualification	99
	Section
    7.10	Agents	99


 




    	ii



     


    

 


	Article
    8.	 
	Legal
    Defeasance and Covenant Defeasance	 
	Section
    8.01	Option
    to Effect Legal Defeasance or Covenant Defeasance	100
	Section
    8.02	Legal
    Defeasance	100
	Section
    8.03	Covenant
    Defeasance	100
	Section
    8.04	Survival
    of Certain Obligations	101
	Section
    8.05	Conditions
    to Legal or Covenant Defeasance	101
	Section
    8.06	Deposited
    Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	101
	Section
    8.07	Repayment
    to Issuer	102
	Section
    8.08	Reinstatement	102
	 	 	 
	Article
    9.	 
	Amendment,
    Supplement and Waiver	 
	Section
    9.01	Without
    Consent of Holders of Notes	103
	Section
    9.02	With
    Consent of Holders of Notes	104
	Section
    9.03	[Reserved]	104
	Section
    9.04	Revocation
    and Effect of Consents	104
	Section
    9.05	Notation
    on or Exchange of Notes	105
	Section
    9.06	Trustee
    and Security Agent to Sign Amendments, etc.	105
	Section
    9.07	Notice
    of Amendments, etc.	105
	 	 	 
	Article
    10.	 
	Collateral
    and Security	 
	Section
    10.01	Security
    Documents	105
	Section
    10.02	Release
    of Collateral and Charged Property	106
	Section
    10.03	Authorization
    of Actions to Be Taken by the Trustee under the Security Documents	107
	Section
    10.04	Authorization
    of Receipt of Funds by the Trustee under the Security Documents	107
	Section
    10.05	Termination
    of Security Interest; Activity with Respect to Collateral	107
	Section
    10.06	Security
    Agent	108
	 	 	 
	Article
    11.	 
	Note
    Guarantees	 
	Section
    11.01	The
    Note Guarantee and Future Note Guarantees	108
	Section
    11.02	Limitation
    on Liability	109
	Section
    11.03	Execution
    and Delivery of Note Guarantee	110
	Section
    11.04	Releases	110
	 	 	 
	Article
    12.	 
	Satisfaction
    and Discharge	 
	Section
    12.01	Satisfaction
    and Discharge	111
	Section
    12.02	Application
    of Trust Money	111
	 	 	 
	Article
    13.	 
	Miscellaneous	 
	Section
    13.01	Notices	112
	Section
    13.02	Communication
    by Holders of Notes with Other Holders of Notes	114
	Section
    13.03	Certificate
    and Opinion as to Conditions Precedent	114
	Section
    13.04	Statements
    Required in Certificate or Opinion	114
	Section
    13.05	Rules
    by Trustee and Agents	114


 




    	iii



     


    

 


	Section
    13.06	Agent
    for Service; Submission to Jurisdiction; Waiver of Immunities	115
	Section
    13.07	No
    Personal Liability of Directors, Officers, Employees and Shareholders	115
	Section
    13.08	Governing
    Law	115
	Section
    13.09	No
    Adverse Interpretation of Other Agreements	115
	Section
    13.10	Successors	115
	Section
    13.11	Severability	116
	Section
    13.12	Counterpart
    Originals	116
	Section
    13.13	Table
    of Contents, Headings, etc.	116
	Section
    13.14	Currency
    Indemnity	116
	Section
    13.15	Prescription	116
	Section
    13.16	Legal
    Holidays	116
	Section
    13.17	Intercreditor
    Override	116
	 	 	 
	EXHIBITS	 
	 	 
	Exhibit
    A	FORM
    OF NOTE	 
	Exhibit
    B	FORM
    OF CERTIFICATE OF TRANSFER FOR NOTES	 
	Exhibit
    C	FORM
    OF CERTIFICATE OF EXCHANGE FOR NOTES	 
	Exhibit
    D	FORM
    OF SUPPLEMENTAL INDENTURE	 
	 	 	 
	SCHEDULES	 
	 	 
	Schedule
    1	SECURITY
    DOCUMENTS	 


 




    	iv



     


    

 


INDENTURE
dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, a public limited company incorporated under the laws of England
and Wales, having its registered office at First Floor, 107 Station Street, Burton On Trent, Staffs, DE14 1SZ, United Kingdom as the
Issuer, the Guarantors (as defined herein), GLAS Trustees Limited as Trustee, GLAS Trust Corporation Limited as Security Agent and GLAS
Trust Company LLC as Paying Agent, Transfer Agent and Registrar.


 


Each
party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (a)
the Issuer’s 7.875% Senior Secured Notes due 2026 issued on the date hereof (the “Initial Notes”) and (b) an
unlimited principal amount of additional Notes (other than the Initial Notes) having identical terms and conditions as the Initial Notes
(the “Additional Notes”) that may be issued on any later issue date subject to the conditions and in compliance with
the covenants set forth herein. Unless the context otherwise requires, in this Indenture references to the “Notes”
include the Initial Notes and any Additional Notes that are actually issued.


 


Article
1.


Definitions
and Incorporation


by
Reference


 


Section
1.01 Definitions. 


 


“Acquired
Indebtedness” means, with respect to any specified Person, Indebtedness (1) of a Person or any of its Subsidiaries existing
at the time such other Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets by such Person,
(3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted
Subsidiary, in each case whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary or such
acquisition. Subject to Section 4.22, Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the
preceding sentence, on the date such Person becomes a Restricted Subsidiary, with respect to clause (2) of the preceding sentence, on
the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the
relevant merger, consolidation or other combination.


 


“Additional
Assets” means:


 


	 	(1)	any
    property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise
    useful in a Similar Business (it being understood that capital expenditures on property or assets already used in Similar Business
    or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);
	 	 	 
	 	(2)	the
    Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition
    of such Capital Stock by the Company or a Restricted Subsidiary; or
	 	 	 
	 	(3)	Capital
    Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.


 


“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 Person means
the power to direct 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.


 




    	 	1	 



    	 	 	 



    

 


“Agents”
means each Paying Agent, Transfer Agent, Authenticating Agent and Registrar, and “Agent” means any one of them.


 


“Agreed
Security Principles” means the principles as set out in Schedule 12 to the Revolving Credit Facility, as in effect on the Issue
Date, as applied mutatis mutandis with respect to the Notes in good faith by the Company.


 


“Applicable
Premium” means, with respect to any Note on any date of redemption, the greater of:


 


	 	(1)	1%
    of the principal amount of such Note; and
	 	 	 
	 	(2)	the
    excess (to the extent positive) of:


 


	 	(a)	the
    present value at such redemption date of (i) the redemption price of such Note at June 1, 2023 (such redemption price (expressed
    in percentage of principal amount), being set forth in Section 3.07(e) (excluding accrued but unpaid interest to the redemption date)),
    plus (ii) all required interest payments due on such Note to and including such date (excluding accrued but unpaid interest), computed
    upon the redemption date using a discount rate equal to the Gilt Rate at such redemption date plus 50 basis points; over
	 	 	 
	 	(b)	the
    outstanding principal amount of such Note,


 


as
calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate. For the avoidance of doubt, calculation
of the Applicable Premium shall not be a duty or obligation of the Trustee or any Paying Agent.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for Book-Entry Interests in any Global Note, the rules and
procedures of Euroclear and Clearstream that apply to such transfer or exchange.


 


“Asset
Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of
business), transfer, issuance or other disposition, or a series of related sales, leases (other than operating leases entered into in
the ordinary course of business), transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of
a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition
as a “disposition”) by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger,
consolidation or similar transaction. Notwithstanding the preceding provisions of this definition, the following items shall not be deemed
to be Asset Dispositions:


 


	 	(1)	a
    disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
	 	 	 
	 	(2)	a
    disposition of cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;
	 	 	 
	 	(3)	a
    disposition of inventory or other assets (including gaming terminals and amusement machines) in the ordinary course of business;
	 	 	 
	 	(4)	a
    disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer useful in
    the conduct of the business of the Company and its Restricted Subsidiaries;
	 	 	 
	 	(5)	transactions
    permitted under Section 5.01 or a transaction that constitutes a Change of Control;


 




    	 	2	 



    	 	 	 



    

 


	 	(6)	an
    issuance or sale of Capital Stock (including treasury shares) by a Restricted Subsidiary to the Company or to another Restricted
    Subsidiary or by the Company as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors;
	 	 	 
	 	(7)	any
    dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market
    value (as determined in good faith by a responsible financial or chief accounting officer of the Company) of less than £5.0
    million;
	 	 	 
	 	(8)	any
    Restricted Payment that is permitted to be made, and is made, under Section 4.04 and the making of any Permitted Payment or Permitted
    Investment;
	 	 	 
	 	(9)	dispositions
    in connection with Permitted Liens;
	 	 	 
	 	(10)	dispositions
    of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
    or similar proceedings and exclusive of factoring or similar arrangements;
	 	 	 
	 	(11)	the
    licensing or sub-licensing of intellectual property or other general intangibles and licenses, sublicenses, leases or subleases of
    other property, in each case, in the ordinary course of business;
	 	 	 
	 	(12)	foreclosure,
    condemnation or any similar action with respect to any property or other assets;
	 	 	 
	 	(13)	the
    sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes)
    of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts
    receivable for notes receivable in the ordinary course of business;
	 	 	 
	 	(14)	any
    disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;
	 	 	 
	 	(15)	any
    disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
    the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary
    acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition
    and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
	 	 	 
	 	(16)	any
    surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;
	 	 	 
	 	(17)	any
    disposition with respect to property built, owned or otherwise acquired by the Company or any Restricted Subsidiary pursuant to customary
    sale and lease-back transactions, asset securitizations and other similar financings permitted by this Indenture;
	 	 	 
	 	(18)	sales
    or dispositions of receivables in connection with any Qualified Receivables Financing or any factoring transaction or in the ordinary
    course of business;
	 	 	 
	 	(19)	any
    disposition of cash and Cash Equivalents and investments and merchandise in connection with prize, jackpot, deposit, payment processing
    and player account management operations, in each case, in the ordinary course of business;


 




    	 	3	 



    	 	 	 



    

 


	 	(20)	the
    issuance by a Restricted Subsidiary of Preferred Stock that is permitted by the covenant described under Section 4.06; and
	 	 	 
	 	(21)	any
    disposition pursuant to a contractual arrangement existing at the Issue Date.


 


“Associate”
means (i) any Person engaged in a Similar Business of which the Company or its Restricted Subsidiaries are the legal and beneficial owners
of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture engaged in a Similar Business entered into by the Company
or any Restricted Subsidiary.


 


“Authority”
means The International Stock Exchange Authority Limited, or such other relevant authority relating to the stock exchange upon which
the Notes are listed from time to time.


 


“Bankruptcy
Law” means (a) the UK Insolvency Act 1986, as amended, or any other bankruptcy, insolvency, liquidation or similar laws of
general application in the United Kingdom, (b) Title 11 of the United States Bankruptcy Code of 1978, as amended, or any similar United
States federal or state law for the relief of debtors, or (c) any other relevant law in any jurisdiction or organization or similar foreign
law or any amendment to, succession to or change in any such law.


 


“Book-Entry
Interest” means a beneficial interest in a Global Note held by or through a Participant.


 


“Board
of Directors” means (1) with respect to the Company or any corporation, the board of directors or managers, as applicable,
of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing
body of the general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the
board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination
to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or
made if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether
or not such action or approval is taken as part of a formal board meeting or as a formal board approval). For the purposes of Section
4.08, the audit committee of the Company’s Board of Directors may constitute the Board of Directors for such covenant.


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or London,
United Kingdom are authorized or required by law to close; provided, however, that for any payments to be made under this
Indenture, such day shall also be a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment
system is open for the settlement of payments.


 


“Capital
Stock” of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or partnership
or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity.


 


“Capitalized
Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial
reporting purposes on the basis of GAAP; provided, however, that no obligation will be deemed a “Capitalized Lease Obligation”
if such obligation would not have been required to be capitalized and reflected as a liability on a balance sheet under GAAP as in effect
on December 31, 2018. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at
the time any determination thereof is to be made as determined on the basis of GAAP, and the Stated Maturity thereof will be the date
of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.


 




    	 	4	 



    	 	 	 



    

 


“Cash
Equivalents” means:


 


	 	(1)	securities
    issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland
    or Norway or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country
    or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;
	 	 	 
	 	(2)	certificates
    of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not
    more than one year from the date of acquisition thereof (a “Deposit”) held by any lender party to any Credit Facility
    which is also a party to the Intercreditor Agreement or any Additional Intercreditor Agreement or by any bank or trust company whose
    commercial paper is rated at least “A-3” or the equivalent thereof by S&P or at least “P-3” or the equivalent
    thereof by Moody’s or at least “F-3” or the equivalent thereof by Fitch (or if at the time none of such agencies
    are issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (c)
    (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in
    excess of £250 million;
	 	 	 
	 	(3)	deposits
    in connection with the gaming business of the Company or its Subsidiaries in the ordinary course of business and consistent with
    past practice held by a bank or a trust company organized, or authorized to operate as a bank or trust company, under the laws of
    a Permissible Jurisdiction, the United States, Canada, Switzerland, Norway or the British Channel Islands;
	 	 	 
	 	(4)	repurchase
    obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) entered
    into with any bank meeting the qualifications specified in clause (2) above;
	 	 	 
	 	(5)	commercial
    paper rated at the time of acquisition thereof at least “A-3” or the equivalent thereof by S&P or at least “P-3”
    or the equivalent thereof by Moody’s or at least “F-3” or the equivalent thereof by Fitch or carrying an equivalent
    rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings
    of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in
    respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;
	 	 	 
	 	(6)	readily
    marketable direct obligations issued by any state of the United States of America, any province of Canada or Switzerland, any Permissible
    Jurisdiction, Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories
    obtainable from Moody’s or S&P or Fitch (or, if at the time, neither is issuing comparable ratings, then a comparable rating
    of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;
	 	 	 
	 	(7)	Indebtedness
    or preferred stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from
    Moody’s or “BBB-” or higher from Fitch (or, if at the time, neither is issuing comparable ratings, then a comparable
    rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition;
	 	 	 
	 	(8)	bills
    of exchange issued in the United States, Canada, a Permissible Jurisdiction, Switzerland or Norway eligible for rediscount at the
    relevant central bank and accepted by a bank (or any dematerialized equivalent); and


 




    	 	5	 



    	 	 	 



    

 


	 	(9)	interests
    in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the
    type specified in clauses (1) through (8) above.


 


“Change
of Control” means:


 


	 	(1)	the
    Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
    notice or otherwise) that any “person” or “group” of related persons (as such terms are used in Sections
    13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), is or becomes the “beneficial owner” (as defined
    in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the
    total voting power of the Voting Stock of the Company;
	 	 	 
	 	(2)	the
    adoption of a plan relating to the liquidation or dissolution of the Company; or
	 	 	 
	 	(3)	the
    sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination
    transaction), in one or a series of related transactions, of all or substantially all the assets of the Company and its Restricted
    Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary.


 


“Clearstream”
means Clearstream Banking S.A. as currently in effect or any successor securities clearing agency.


 


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


 


“Collateral”
means the property and assets of any Person over which a Lien has been granted to secure the obligations of the Issuer or any Guarantor
under the Notes, the Note Guarantees and this Indenture pursuant to the Security Documents.


 


“Common
Depositary” means a common depository of Euroclear and Clearstream, their respective nominees and their respective successors.


 


“Company”
means Inspired Entertainment, Inc. until a successor replaces it in accordance with the provisions of this Indenture, after which, “Company”
shall mean such successor.


 


“Conditional
Gaming Payments” means any payment obligations owed by the Company or any Restricted Subsidiary pursuant to any law, regulation
or agreement under which a percentage of the income of any gaming machine must be paid out to a third party.


 


“Consolidated
EBITDA” for any period means with respect to the Company, without duplication, the Consolidated Net Income of the Company for
such period, plus the following to the extent deducted in calculating such Consolidated Net Income:


 


	 	(1)	Consolidated
    Interest Expense and Receivables Fees;
	 	 	 
	 	(2)	Consolidated
    Income Taxes;
	 	 	 
	 	(3)	consolidated
    depreciation expense;
	 	 	 
	 	(4)	consolidated
    amortization and impairment expense (including goodwill and contingencies for bad debt) including any adjustments arising under ASC
    Topic 805 (Business Combinations) relating to changes in accounting for earn-out obligations;


 




    	 	6	 



    	 	 	 



    

 


	 	(5)	any
    expenses, charges or other costs related to any offering of Capital Stock, Investment, acquisition (including one-time amounts paid
    in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage
    the acquired business; provided that such payments are made in connection with such acquisition and are consistent with the customary
    practice in the industry at the time of such acquisition), disposition, recapitalization, plant or business relocation, corporate
    reorganization, integration, cost savings plan or program, transition, business optimization, inventory optimization program, software
    development costs, retention, expansion, system design, implementation or establishment costs or the Incurrence of any Indebtedness
    permitted by this Indenture (in each case whether or not successful) (including any such fees or charges related to the Refinancing)
    in each case, as determined in good faith by a responsible financial or chief accounting officer of the Company;
	 	 	 
	 	(6)	any
    net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Company or any of the Restricted
    Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course
    of business (as determined in good faith by a responsible financial or chief accounting officer of the Company);
	 	 	 
	 	(7)	any
    minority interest expense (whether paid or not) consisting of income attributable to minority equity interests of third parties in
    a Subsidiary of the Company in such period;
	 	 	 
	 	(8)	fines,
    penalties or similar amounts charged to the income statement for such period relating to a Relevant Regulator, other regulators or
    authorities or pursuant to court orders, judgments or decisions (excluding, for the avoidance of doubt, any taxes paid to a Relevant
    Regulator or similar authorities in the ordinary course of business and any gains or losses on litigation settlements, indemnification
    provisions or similar agreements, or insurance);
	 	 	 
	 	(9)	the
    amount of any realized net loss (and less the amount of any realized net gain) resulting from Hedging Obligations and the application
    of ASC Topic 805 (Business Combinations);
	 	 	 
	 	(10)	current
    cash service costs attributable to a post-employment benefit scheme and any expenses related to pensions including service costs
    and pension interest costs;
	 	 	 
	 	(11)	research,
    development or other similar costs; and
	 	 	 
	 	(12)	other
    non-cash charges, write-downs or items reducing Consolidated Net Income (excluding any such non-cash charge, write-down or item to
    the extent it represents an accrual of or reserve for cash outlays in any future period) or other non-cash items classified by the
    Company as extraordinary, exceptional, unusual or nonrecurring items less other non-cash items of income increasing Consolidated
    Net Income (other than non-cash items increasing Consolidated Net Income pursuant to clauses (1) through (11) of the definition of
    Consolidated Net Income and excluding any such non-cash item of income to the extent it represents a receipt of cash in any future
    period).


 


Notwithstanding
the foregoing, the provision for taxes and the depreciation, amortization, non-cash items, charges and write-downs of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent that the net income (loss) of such Subsidiary
was included in calculating Consolidated Net Income for the purposes of this definition.


 




    	 	7	 



    	 	 	 



    

 


For
the purposes of this definition and the definitions of Consolidated Income Taxes, Consolidated Interest Expense, Consolidated Net Income
and Consolidated Net Leverage Ratio, calculations will be as determined in good faith by a responsible financial or chief accounting
officer of the Company and, in addition to the other adjustments, may, without duplication, include the full run rate effect of anticipated
expense and cost reduction and other synergies, including, without limitation, as a result of, or that would result from, any actions
taken, committed to be taken or with respect to which substantial steps have been taken, by the Company or any Restricted Subsidiary,
including, without limitation, in connection with any cost reduction and other synergies or cost savings plan or program or in connection
with any transaction, Investment, acquisition, disposition, restructuring, corporate reorganization, plant or business relocation or
otherwise; provided that the amount of such anticipated expense and cost reduction and other synergies shall be limited to those reasonably
expected to be achieved within 12 months of the Calculation Date and shall not exceed in the aggregate 25.0% of Consolidated EBITDA (calculated
prior to giving effect to such anticipated expense and cost reduction and other synergies), as if the same had occurred at the beginning
of the applicable four-quarter reference period.


 


In
addition, unless otherwise specified, Consolidated EBITDA shall be determined on a pro forma basis for the adjustments set forth in clauses
(1), (2) and (3) under the definition of “Fixed Charge Coverage Ratio”, including the pro forma application of proceeds of
Indebtedness being incurred in connection with such determination, as per the most recent four fiscal quarters for which financial statements
are available immediately preceding such determination.


 


“Consolidated
Income Taxes” means taxes or other payments, including deferred Taxes, based on income, profits or capital (including withholding
taxes) of any of the Company and its Restricted Subsidiaries whether or not paid, estimated, accrued or required to be remitted to any
Governmental Authority.


 


“Consolidated
Interest Expense” means, for any period (in each case, determined on the basis of GAAP), the consolidated net interest income/expense
of the Company and its Restricted Subsidiaries, whether paid or accrued, including any pension liability interest cost, plus or including
(without duplication) any interest, costs and charges consisting of:


 


	 	(1)	interest
    expense attributable to Capitalized Lease Obligations;
	 	 	 
	 	(2)	amortization
    of debt discount and premium (for the avoidance of doubt, debt issuance costs, commissions, fees and expenses are not included);
	 	 	 
	 	(3)	(i)
    the net payments (if any on Interest Rate Agreements and Currency Agreements in respect of Indebtedness) and (ii) non-cash interest
    expense (excluding any non-cash interest expense attributable under GAAP to foreign exchange translations or movement in the mark-to-market
    valuation of Hedging Obligations or other derivative instruments and any deemed finance charge under GAAP in respect of any pension
    liabilities and other provisions);
	 	 	 
	 	(4)	dividends
    on other distributions in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary (other
    than dividend and other distributions payable solely in Capital Stock of the Company (other than Disqualified Stock)), to the extent
    held by Persons other than the Company or a Subsidiary of the Company;
	 	 	 
	 	(5)	the
    consolidated interest expense that was capitalized during such period; and
	 	 	 
	 	(6)	interest
    actually paid by the Company or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person,


 


but
excluding any non-cash interest or other expense associated with Deeply Subordinated Debt.


 


For
purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 




    	 	8	 



    	 	 	 



    

 


“Consolidated
Leverage” means the sum of the aggregate outstanding Indebtedness of the Company and the Restricted Subsidiaries on a consolidated
basis excluding Hedging Obligations except to the extent provided in Section 4.06(h)(3).


 


“Consolidated
Net Income” means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries determined on a consolidated
basis on the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income:


 


	 	(1)	subject
    to the limitations contained in clause (3) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary,
    except that the Company’s equity in the net income of any such Person for such period will be included in such Consolidated
    Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Company
    or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other
    distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below);
	 	 	 
	 	(2)	solely
    for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(C)(i), any net income (loss) of
    any Restricted Subsidiary (other than the Issuer or the Subsidiary Guarantors) if such Subsidiary is subject to restrictions, directly
    or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly,
    to the Issuer or a Guarantor that holds the Equity Interests of such Restricted Subsidiary by operation of the terms of such Restricted
    Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable
    to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions
    pursuant to the Notes or this Indenture, and (c) restrictions not prohibited by Section 4.05), except that the Company’s equity
    in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate
    amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during
    such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend
    to another Restricted Subsidiary, to the limitation contained in this clause);
	 	 	 
	 	(3)	any
    extraordinary, exceptional, unusual or nonrecurring gain, loss, income or expense or any expenses or accruals in respect of any restructuring,
    redundancy or severance expense or any costs related to the Refinancing, in each case, as determined in good faith by the Company;
	 	 	 
	 	(4)	the
    cumulative effect of a change in accounting principles;
	 	 	 
	 	(5)	any
    non-cash compensation charge or expense arising from any grant of Capital Stock or other equity based awards or profit sharing schemes
    or compensation or payments to departing management and any non-cash deemed finance charges in respect of any pension liabilities
    or other provisions;
	 	 	 
	 	(6)	all
    deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
    of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;
	 	 	 
	 	(7)	any
    unrealized gains or losses in respect of Hedging Obligations and the application of ASC Topic 815 (Derivatives and Hedging)
    or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized
    in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;


 




    	 	9	 



    	 	 	 



    

 


	 	(8)	any
    unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other
    than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets
    and liabilities denominated in foreign currencies;
	 	 	 
	 	(9)	any
    unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company
    or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary;
	 	 	 
	 	(10)	any
    purchase accounting effects including adjustments to inventory, property and equipment, software and other intangible assets and
    deferred revenues in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects
    of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated acquisition or the
    amortization or write-off of any amounts thereof (including any write-off of in process research and development);
	 	 	 
	 	(11)	any
    goodwill and other intangible asset impairment charge, amortization and write-off thereof (including any charges resulting from the
    application of ASC Topics 350 (Intangibles – Goodwill and Other), 360 (Property, Plant and Equipment) or 480
    (Distinguishing Liabilities from Equity) or any successor thereto);
	 	 	 
	 	(12)	accruals
    and reserves that are established within twelve months after the closing of any acquisition that are so required to be established
    as a result of such acquisition in accordance with GAAP; and
	 	 	 
	 	(13)	the
    impact of capitalized, accrued or accreting or pay–in–kind interest or principal on Deeply Subordinated Debt.


 


“Consolidated
Net Leverage” means Consolidated Leverage less the aggregate amount of cash and Cash Equivalents of the Company and its Restricted
Subsidiaries on a consolidated basis as of such date.


 


“Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Net Leverage as of such date to (y)
the Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which internal consolidated financial statements of the Company are available; provided, however, that for the purposes
of calculating Consolidated EBITDA for such period, if, as of such date of determination:


 


	 	(1)	since
    the beginning of such period the Company or any Restricted Subsidiary has disposed of any company, any business, or any group of
    assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction giving
    rise to the need to calculate the Consolidated Net Leverage Ratio is such a Sale, Consolidated EBITDA for such period will be reduced
    by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such
    period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;
	 	 	 
	 	(2)	since
    the beginning of such period, the Company or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any Restricted
    Subsidiary (or any Person that thereby becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary),
    or otherwise has acquired any company, any business, or any group of assets constituting an operating unit of a business (any such
    Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction
    causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma
    effect thereto as if such Purchase occurred on the first day of such period; and


 




    	 	10	 



    	 	 	 



    

 


	 	(3)	since
    the beginning of such period, any Person (that became a Restricted Subsidiary or was merged or otherwise combined with or into the
    Company or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have
    required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning
    of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale
    or Purchase occurred on the first day of such period.


 


For
the purposes of this definition and the definitions of Consolidated EBITDA, Consolidated Income Taxes, Consolidated Interest Expense
and Consolidated Net Income, in determining the amount of Indebtedness outstanding on any date of determination, pro forma effect shall
be given to any Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of Indebtedness (other than
any revolving credit facility except to the extent the facility in respect of such revolving credit facility has been repaid and the
related commitment terminated and not replaced) and the use of the proceeds therefrom as if such transaction had occurred on the first
day of the relevant period; provided, however, that the pro forma calculation pursuant to this paragraph shall not give effect to (i)
any Indebtedness incurred on the date of determination pursuant to Section 4.06(b) (other than for the purposes of the calculation of
the Consolidated Net Leverage Ratio under clause (11) of the definition of Permitted Payments or (ii) the discharge on the date of determination
of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to Section 4.06(b).


 


“Consolidated
Senior Secured Net Leverage Ratio” means the Consolidated Net Leverage Ratio, but calculated by excluding all Indebtedness
other than Secured Indebtedness; provided, however, that the pro forma calculation of the Consolidated Net Leverage Ratio shall not give
effect to (i) any Secured Indebtedness incurred on the date of determination pursuant to Section 4.06(b) or (ii) the discharge on the
date of determination of any Secured Indebtedness to the extent that such discharge results from the proceeds of Secured Indebtedness
incurred pursuant to Section 4.06(b) other than, in each case, Secured Indebtedness incurred, or discharged with the proceeds of Secured
Indebtedness incurred, pursuant to Section 4.06(b)(5).


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly
or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”)
of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:


 


	 	(1)	to
    purchase any such primary obligation or any property constituting direct or indirect security therefor;
	 	 	 
	 	(2)	to
    advance or supply funds:


 


	 	(a)	for
    the purchase or payment of any such primary obligation; or
	 	 	 
	 	(b)	to
    maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
    obligor; or


 


	 	(3)	to
    purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
    of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 




    	 	11	 



    	 	 	 



    

 


“Credit
Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, arrangements, instruments,
trust deeds, note purchase agreements, indentures or other arrangements (including the Revolving Credit Facility or commercial paper
facilities and overdraft facilities) with banks, lenders, financial institutions or investors providing for revolving credit loans, term
loans, notes, bonds, debentures, receivables financing (including through the sale of receivables to such institutions or to special
purpose entities formed to borrow from such institutions against such receivables), letters of credit, bank guarantees or other Indebtedness,
in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in
whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders
or another administrative agent or agents or other banks or institutions and whether provided under the original Revolving Credit Facility
or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements,
instruments and documents executed and delivered pursuant to or in connection with the foregoing (including 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, pledges, agreements, security agreements and collateral documents). Without limiting the
generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the
maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4)
otherwise altering the terms and conditions thereof.


 


“Currency
Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures contract,
currency option contract, currency derivative or other similar agreement to which such Person is a party or beneficiary.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Deeply
Subordinated Debt” means any funds provided to the Company pursuant to an agreement, note, security or other instrument, other
than Capital Stock, that is designated as “Shareholder Liabilities” under the Intercreditor Agreement and pursuant to its
terms (a) is subordinated in right of payment to all Indebtedness of the Company or any Restricted Subsidiary and subject to payment
blockage and enforcement standstill periods, (b) (i) does not mature or require any amortization, redemption or other repayment of principal,
(ii) does not require payment of any cash interest or any similar cash amounts, (iii) contains no change of control or similar provisions
and (iv) does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require
any cash payment (other than as a result of insolvency proceedings of the Company), in each case, prior to the 91st day following the
earlier of (A) the Stated Maturity of the Notes and all other amounts due under this Indenture and (B) the date on which there are no
Notes outstanding, (c) does not provide for or require any security interest or encumbrance over any asset of the Company or any Restricted
Subsidiary and (d) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Notes or
compliance by the Issuer with its obligations under the Notes and this Indenture.


 


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


 


“Definitive
Registered Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section
2.06 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Note shall not
bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 




    	 	12	 



    	 	 	 



    

 


“Designated
Non-Cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated
Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash,
Cash Equivalents or Temporary Cash Investments received in connection with a subsequent payment, redemption, retirement, sale or other
disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered
to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance
with Section 4.07 hereof.


 


“Disinterested
Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Company having no material
direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company
shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any options,
warrants or other rights in respect of such Capital Stock.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable) or upon the happening of any event:


 


	 	(1)	matures
    or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise;
	 	 	 
	 	(2)	is
    convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable
    solely at the option of the Company or a Restricted Subsidiary); or
	 	 	 
	 	(3)	is
    or may become (in accordance with its terms) redeemable or repurchasable for cash or in exchange for Indebtedness at the option of
    the holder of the Capital Stock,


 


in
each case on or prior to 91 days after the earlier of (a) the Stated Maturity of the Notes and (b) the date on which there are no Notes
outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable,
is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified
Stock, (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to)
shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person
with Section 4.04, (iii) any Capital Stock held by any future, current or former employee, director, manager or consultant (or their
respective Affiliates) of such Person under any stockholders’ agreement, management equity plan, stock option plan or any other
management or employee benefit plan shall not constitute Disqualified Stock solely because it may be required to be repurchased by such
Person and such repurchase is subject to compliance with Section 4.04 and (iv) warrants outstanding on the Issue Date to purchase common
stock of the Company will not constitute Disqualified Stock.


 


“Equity
Offering” means (x) a sale of Capital Stock of the Company (other than Disqualified Stock) other than offerings registered
on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions, or (y) the sale of Capital
Stock or other securities of any shareholder of the Company, the proceeds of which are contributed to the equity of the Company or any
of the Restricted Subsidiaries (other than contribution to equity through the issuance of Disqualified Stock or through an Excluded Contribution,
any such sale the proceeds of which are utilized pursuant to Section 4.06(b)(12)).


 


“Escrowed
Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with
an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release
of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed
Proceeds” shall include any interest earned on the amounts held in escrow.


 




    	 	13	 



    	 	 	 



    

 


“Euroclear”
means Euroclear Bank SA/NV, or any successor securities clearing agency.


 


“European
Union” means all members and member states of the European Union as of the Issue Date.


 


“Exchange”
means The International Stock Exchange, or such other relevant stock exchange upon which the Notes are listed from time to time.


 


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


 


“Excluded
Contribution” means Net Cash Proceeds or property or assets received by the Company as capital contributions to the equity
(other than through the issuance of Disqualified Stock) of the Company after the Issue Date or from the issuance or sale (other than
to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for
the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified
Stock) of the Company, in each case, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate
of the Company.


 


“Existing
Senior Facilities” means the term loans and revolving facility made available to certain of the Guarantors as borrowers, and
guaranteed by the Company and the Subsidiary Guarantors, under the Existing Senior Facilities Agreement.


 


“Existing
Senior Facilities Agreement” means the senior facilities agreement originally dated September 27, 2019, as amended and restated
pursuant to an amendment and restatement agreement dated June 25, 2020, between, among others, the Company, the Subsidiary Guarantors,
the lenders, bookrunners and arrangers party thereto and Lucid Agency Services Limited as agent.


 


“fair
market value,” wherever such term is used in this Indenture (except in relation to an enforcement action or distressed disposals
pursuant to the Intercreditor Agreement or any Additional Intercreditor Agreement and except as otherwise specifically provided in this
Indenture), means, with respect to any asset or property, the sale value that would be obtained in an arm’s length free market
transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion
to buy, as determined, unless otherwise specified, in good faith by a responsible financial or chief accounting officer of the Company.


 


“Finance
Subsidiary” means any Restricted Subsidiary, the primary purpose of which is to finance the business operations of the Company
or Subsidiary Guarantors.


 


“Fitch”
means Fitch Ratings Ltd or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Fixed
Charge Coverage Ratio” means, with respect to any specified Person on any determination date, the ratio of the Consolidated
EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which internal consolidated financial statements of the Company are available to the Consolidated Interest Expense of such Person
for such period. In the event that the specified Person or any of its Subsidiaries that are Restricted Subsidiaries (including any Persons
that became a Restricted Subsidiary or was merged or otherwise combined with or into the Company or any Restricted Subsidiary since the
beginning of such period) has Incurred, repaid, repurchased, defeased or otherwise acquired, retired or discharged any Indebtedness (other
than any revolving credit facility except to the extent the facility in respect of such revolving credit facility has been repaid and
the related commitment terminated and not replaced) subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and prior to or, except as provided in the proviso below, on the date on which the event for which the calculation
of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect (as determined in good faith by a responsible financial or chief accounting officer of the Company)
as if such Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of such Indebtedness had occurred
on the first day of the period for which the Fixed Charge Coverage Ratio is being calculated; provided that the pro forma calculation
of the Fixed Charge Coverage Ratio shall not give effect to (i) any Indebtedness incurred on the date of determination pursuant to Section
4.06(b) or (ii) the discharge on the date of determination of any Indebtedness to the extent that such discharge results from the proceeds
incurred pursuant to Section 4.06(b) other than, in each case, Indebtedness incurred or discharged with the proceeds of Indebtedness
incurred pursuant to Section 4.06(b)(5).


 




    	 	14	 



    	 	 	 



    

 


In
addition, for purposes of calculating the Fixed Charge Coverage Ratio:


 


	 	(1)	if
    since the beginning of such period the Company or any Restricted Subsidiary has disposed of any company, any business, or any group
    of assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction
    giving rise to the need to calculate the Fixed Charge Coverage Ratio is such a Sale, (a) Consolidated EBITDA for such period will
    be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale
    for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; and
    (b) the Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly
    attributable to any Indebtedness of the Company or any of the Restricted Subsidiaries repaid, repurchased, defeased or otherwise
    discharged with respect to the Company and the continuing such Restricted Subsidiaries in connection with such Asset Disposition
    for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period
    directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and the continuing Restricted Subsidiaries
    are no longer liable for such Indebtedness after such sale);
	 	 	 
	 	(2)	if
    since the beginning of such period, the Company or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any
    Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary),
    or otherwise has acquired any company, any business, or any group of assets constituting an operating unit of a business (any such
    Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction
    causing a calculation to be made hereunder, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated
    after giving pro forma effect thereto as if such Purchase occurred on the first day of such period;
	 	 	 
	 	(3)	if
    since the beginning of such period, any Person (that became a Restricted Subsidiary or was merged or otherwise combined with or into
    the Company or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have
    required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning
    of such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect
    thereto as if such Sale or Purchase occurred on the first day of such period;
	 	 	 
	 	(4)	if
    any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in
    effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable
    to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months, or, if shorter,
    at least equal to the remaining term of such Indebtedness);


 




    	 	15	 



    	 	 	 



    

 


	 	(5)	interest
    on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
    or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with
    GAAP; and
	 	 	 
	 	(6)	in
    making such computation, the Consolidated Interest Expense of such Person attributable to interest or any Indebtedness under a revolving
    credit facility computed on a pro forma basis shall be computed based on the average daily balance of such Indebtedness during
    the applicable period.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time (other than where specifically
provided for in this Indenture); provided that, except for Section 4.02, (i) at any date after the Issue Date, the Company may
make an irrevocable election to establish that “GAAP” shall mean GAAP as in effect on a date that is on or prior to the date
of such election, and (ii) leases shall be accounted for under GAAP in effect on December 31, 2018. Except as otherwise set forth in
this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be computed in accordance with GAAP.


 


“Gilt
Rate” means, as of any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date
on which the Notes are defeased or satisfied and discharged, of UK Government Obligations with a fixed maturity (as compiled by the Office
for National Statistics and published in the most recent Financial Statistics that have become publicly available at least two Business
Days in London prior to such date (or, if such statistics are no longer published, any publicly available source of similar market data))
most nearly equal to the period from such date to June 1, 2023; provided that if the period from such date to June 1, 2023 is less than
one year, the weekly average yield on actually traded UK Government Obligations denominated in sterling adjusted to a fixed maturity
of one year shall be used; provided, further, that in no case shall the Gilt Rate be less than zero.


 


 “Global
Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued
under this Indenture.


 


“Global
Notes” means the Rule 144A Global Notes and the Regulation S Global Notes.


 


“Governmental
Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof,
and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or
pertaining to government, including a central bank or stock exchange.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person,
including any such obligation, direct or indirect, contingent or otherwise, of such Person:


 


	 	(1)	to
    purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising
    by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
    or to maintain financial statement conditions or otherwise); or
	 	 	 
	 	(2)	entered
    into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect
    such obligee against loss in respect thereof (in whole or in part);


 


provided,
however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course
of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor”
means (a) as of the Issue Date, the Initial Guarantors and (b) thereafter, any other Person that Guarantees the Notes in accordance with
the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Indenture.


 




    	 	16	 



    	 	 	 



    

 


“Hedging
Agreement” means any Interest Rate Agreement or Currency Agreement.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to any Hedging Agreement.


 


“Holder”
means the registered holder of the Notes.


 


“Incur”
means, subject to Section 4.22, issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes
a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to
the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time
any funds are borrowed thereunder.


 


“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 such obligations are satisfied within 30 days of Incurrence), in each case only to the extent
    that the underlying obligation in respect of which the instrument was issued would constitute Indebtedness;
	 	 	 
	 	(4)	the
    principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables),
    where the deferred payment is arranged primarily as a means of raising finance, 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, unless such arrangements are entered into
    customarily by customers of the Company or its Subsidiaries;
	 	 	 
	 	(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 Stock or, with
    respect to any Restricted 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)	the
    principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and


 




    	 	17	 



    	 	 	 



    

 


	 	(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 termination value of such agreement or arrangement giving rise to such obligation
    that would be payable by such Person at such time).


 


The
term “Indebtedness” shall not include Deeply Subordinated Debt, warrants outstanding on the Issue Date to purchase common
stock of the Company, any current or future lease, concession or license of property, including any gaming machines or amusement machines
(or Guarantee thereof), which would be considered an operating lease under GAAP as in effect on December 31, 2018, any asset retirement
obligations, any deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit
or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of
business. For the avoidance of doubt and notwithstanding the above, the term “Indebtedness” excludes any accrued expenses,
trade payables or any liability in respect of any credit for goods and services raised in the ordinary course of business outstanding
no more than 120 days after its customary date of payment and any financial liability to a financial institution in respect of the provision
of supply chain financing outstanding no more than 120 days after the customary date of payment for the goods and services in respect
of which such supply chain financing has been provided.


 


The
amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amounts of
funds borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise
provided in this Indenture, and (other than with respect to letters of credit or Guarantees, Indebtedness specified in clause (7) or
(8) above or as otherwise set forth in this Indenture) shall equal the amount thereof that would appear on a balance sheet of such Person
(excluding any notes thereto) prepared on the basis of GAAP.


 


Notwithstanding
the above provisions, in no event shall the following constitute Indebtedness:


 


	 	(i)	Contingent
    Obligations Incurred in the ordinary course of business, daylight exposures, obligations under or in respect of Qualified Receivables
    Financings including Standard Securitization Undertakings and accrued liabilities Incurred in the ordinary course of business that
    are not more than 120 days past due;
	 	 	 
	 	(ii)	in
    connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to
    which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends
    on the performance of such business after the closing; provided, however, that if, at the time of closing, the amount
    of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid
    within 30 days of such payment becoming contractually due and payable;
	 	 	 
	 	(iii)	for
    the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
    pension-related or post-employment liabilities or contributions or similar claims, obligations or contributions or social security
    or wage Taxes;
	 	 	 
	 	(iv)	deferred
    payments or similar amounts owed in respect of gaming taxes or concessions or other similar arrangements (or Guarantees thereof by
    either the Company or a Restricted Subsidiary, or arranged or provided by a third party on behalf of the Company or a Restricted
    Subsidiary) and any Conditional Gaming Payments;
	 	 	 
	 	(v)	Guarantees
    of the Company or a Restricted Subsidiary in respect of rent or leases of premises incurred or undertaken in the ordinary course
    of business; or


 




    	 	18	 



    	 	 	 



    

 


	 	(vi)	any
    obligations attributable to the exercise of appraisal rights and settlement of any claims or actions (whether actual, contingent
    or potential) with respect thereto.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Independent
Financial Advisor” means an investment banking or accounting firm of international standing or any third party appraiser of
international standing; provided, however, that such firm or appraiser is not an Affiliate of the Company.


 


“Indirect
Participant” means a Person who holds a Book-Entry Interest in a Global Note through a Participant.


 


“Initial
Guarantors” means the Company, DMWSL 633 Limited, DMWSL 632 Limited, DMWSL 631 Limited, Inspired Gaming (USA) Inc., Gaming Acquisitions
Limited, Inspired Gaming Group Limited, Inspired Gaming (Holdings) Limited, Inspired Gaming (International) Limited, Inspired Gaming
(UK) Limited, Inspired Gaming (Greece) Limited and Playnation Limited.


 


“Intercreditor
Agreement” means the intercreditor agreement to be dated on or about the Issue Date between, among others, the Company, the
agent under the Revolving Credit Facility, the Trustee and the Security Agent.


 


“Interest
Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate
hedge agreement or other similar agreement or arrangement to which such Person is party or a beneficiary.


 


“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,
officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by
a bank deposit other than a time deposit) 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 the Incurrence of a Guarantee of any obligation of, or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items
that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that
endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. If the
Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary
such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted
Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time.


 


For
purposes of Section 4.04:


 


	 	(1)	“Investment”
    will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an
    Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted
    Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary
    as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted
    Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of
    such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market
    value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at
    the time that such Subsidiary is so re-designated a Restricted Subsidiary; and


 




    	 	19	 



    	 	 	 



    

 


	 	(2)	any
    property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer,
    in each case as determined in good faith by the Board of Directors of the Company.


 


The
amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option)
by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment.


 


“Investment
Grade Securities” means:


 


	 	(1)	securities
    issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof
    (other than Cash Equivalents);
	 	 	 
	 	(2)	securities
    issued or directly and fully Guaranteed or insured by a Permissible Jurisdiction or Switzerland, Norway or any agency or instrumentality
    thereof (other than Cash Equivalents);
	 	 	 
	 	(3)	debt
    securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s
    or “A-” or higher from Fitch or the equivalent of such rating by such rating organization or, if no rating of Moody’s
    or S&P or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization,
    but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and
	 	 	 
	 	(4)	investments
    in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold
    cash and Cash Equivalents pending investment or distribution.


 


“Investment
Grade Status” shall occur when the Notes receive any two of the following:


 


	 	(1)	a
    rating of “BBB-” or higher from S&P;
	 	 	 
	 	(2)	a
    rating of “Baa3” or higher from Moody’s; and
	 	 	 
	 	(3)	a
    rating of “BBB-” or higher from Fitch,


 


or
the equivalent of such rating by any such rating organization or, if no rating of Moody’s, S&P or Fitch then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization.


 


		“Issue Date” means May 20, 2021.




 


“Issuer”
means Inspired Entertainment (Financing) PLC until a successor replaces it in accordance with the provisions of this Indenture, after
which, “Issuer” shall mean such successor.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof); provided that in no event shall an operating lease under GAAP as in effect
on December 31, 2018 constitute a “Lien”.


 


“Limited
Condition Acquisition” means any acquisition or Investment, including by way of merger, amalgamation or consolidation, by the
Company or one or more of its Restricted Subsidiaries the consummation of which is not conditioned upon the availability of, or on obtaining,
third-party financing; provided that Consolidated EBITDA, other than for purposes of calculating any ratios in connection with
the Limited Condition Acquisition and the related transactions, shall not include any Consolidated EBITDA of or attributable to the target
company or assets involved in any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition
shall have actually occurred.


 




    	 	20	 



    	 	 	 



    







 


“Management
Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees
or consultants of the Company or any Restricted Subsidiary:


 


	 	(1)	(a)
    in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (b) for purposes of
    funding any such person’s purchase of Capital Stock (or similar obligations) of the Company or any of its Subsidiaries with
    (in the case of this sub-clause (b)) the approval of the Board of Directors;
	 	 	 
	 	(2)	in
    respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or
	 	 	 
	 	(3)	not
    exceeding £2.0 million in the aggregate outstanding at any time.


 


“Management
Investors” means the officers, directors, employees and other members of the management of or consultants to the Company or
any of its Subsidiaries, or spouses, family members or relatives thereof, or any trust, partnership or other entity for the benefit of
or the beneficial owner of which (directly or indirectly) is any of the foregoing, or any of their heirs, executors, successors and legal
representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company
or any Restricted Subsidiary.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning
of 3(a)(62) under the Exchange Act.


 


“Net
Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of
any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of
assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:


 


	 	(1)	all
    legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all
    Taxes paid or required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions
    and any Tax Sharing Agreements), as a consequence of such Asset Disposition;
	 	 	 
	 	(2)	all
    payments made on any Indebtedness secured by any assets subject to such Asset Disposition, or in accordance with the terms of any
    Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent for such Asset Disposition, which by
    applicable law are required to be repaid out of the proceeds from such Asset Disposition;
	 	 	 
	 	(3)	all
    distributions and other payments required to be made to minority interest holders (other than the Company or any of its Subsidiaries)
    in Subsidiaries or joint ventures as a result of such Asset Disposition; and
	 	 	 
	 	(4)	the
    deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities
    associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such
    Asset Disposition.


 




    	 	21	 



    	 	 	 



    

 


“Net
Cash Proceeds,” with respect to any issuance or sale of Capital Stock or Deeply Subordinated Debt, means the cash proceeds
of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit
or deductions, tax sharing arrangements and any Tax Sharing Agreements).


 


“Note
Guarantee” means the Guarantee by a Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed
pursuant to the provisions of this Indenture.


 


“Notes
Documents” means this Indenture, the Notes (including Additional Notes), the Security Documents, the Intercreditor Agreement
and any Additional Intercreditor Agreement.


 


“Offering
Memorandum” means the final offering memorandum dated May 13, 2021, in relation to the Notes.


 


“Officer”
means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, any director, the President,
the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, any Managing Director, the Secretary, or any
Assistant Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other
individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.


 


“Opinion
of Counsel” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee
of or counsel to the Company or its Subsidiaries.


 


“Participant”
means, with respect to Euroclear or Clearstream, a Person who has an account with Euroclear or Clearstream, respectively.


 


“Pari
Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor that ranks equally in right of payment to the Notes
or any Note Guarantees, as the case may be (without giving effect to collateral arrangements).


 


“Paying
Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Note on behalf
of the Issuer.


 


“Permissible
Jurisdiction” means any member state of the European Union or the United Kingdom.


 


“Permitted
Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination
of such assets and cash, Cash Equivalents or Temporary Cash Investments between the Company or any of its Restricted Subsidiaries and
another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold
or exchanged must be applied in accordance with Section 4.07.


 


“Permitted
Business” means (1) any businesses in activities engaged in by the Company or any of its Subsidiaries on the Issue Date or
(2) any businesses that are related, complementary, incidental, ancillary or similar to the foregoing or are reasonable extensions or
developments of any thereof.


 




    	 	22	 



    	 	 	 



    

 


“Permitted
Collateral Liens” means (a) Liens on the Collateral that are described in one or more of clauses (2) through (6), (8) through
(14), (16) through (22) and (25) through (28) of the definition of “Permitted Liens”; (b) Liens on the Collateral to secure
Indebtedness of the Issuer or a Guarantor that is permitted to be Incurred under Sections 4.06(b)(1), 4.06(b)(2) (in the case of Section
4.06(b)(2), to the extent such Guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition
of Permitted Collateral Liens), 4.06(b)(4)(a), 4.06(b)(6), 4.06(b)(11) or 4.06(b)(12) or any Refinancing Indebtedness in respect of such
Indebtedness; provided, however, that (i) each of the parties thereto will have entered into the Intercreditor Agreement or any Additional
Intercreditor Agreement and (ii) all property and assets (including, without limitation, the Collateral) securing such Indebtedness also
secure the Notes or the Note Guarantees on a senior or pari passu basis; provided with respect to Indebtedness incurred
under Sections 4.06(b)(1) and 4.06(b)(6) (in the case of Section 4.06(b)(6) in respect of (x) Interest Rate Agreements and (y) Currency
Agreements in respect of Indebtedness to the extent the aggregate net amount which would be payable by the Company or any Restricted
Subsidiary under such Currency Agreements as a result of termination or closing out under such Currency Agreements (and designated under
an Intercreditor Agreement or any Additional Intercreditor Agreement as a “Designated Super Senior Hedging Amount”) does
not exceed £25.0 million), such Lien may rank senior to the Liens securing the Notes with respect to distributions of proceeds
of any enforcement of Collateral or distressed disposals; (c) Liens on the Collateral securing Secured Indebtedness incurred under 4.06(a)
or 4.06(b)(5) and any Refinancing Indebtedness in respect of such Indebtedness; provided, however, that (i) each of the parties
thereto will have entered into the Intercreditor Agreement or any Additional Intercreditor Agreement and (ii) all property and assets
(including, without limitation, the Collateral) securing such Indebtedness also secure the Notes or the Note Guarantees on a senior or
pari passu basis; (d) Liens on the Collateral that secure Indebtedness on a basis junior to the Notes or the Note Guarantees, as applicable;
provided that, in the case of this clause (d), such property and assets (including the Collateral), also secures the Notes or the Note
Guarantees on a senior basis; provided further that the holders of such Indebtedness (or their representative) accede to the Intercreditor
Agreement or an Additional Intercreditor Agreement that ranks such Liens junior to the Liens securing the Notes regardless of the time
such Liens are granted and (e) Liens on the “Shared Security” as defined in the Intercreditor Agreement or any Additional
Intercreditor Agreement that secure “Future Senior Subordinated Liabilities” on the basis set forth in the Intercreditor
Agreement or any Additional Intercreditor Agreement; provided that, in the case of this clause (e), such property and assets (including
the Collateral), also secures the Notes or the Note Guarantees and such Liens securing “Future Senior Subordinated Liabilities”
rank junior to the Liens on the same Collateral securing the Notes; provided further that the holders of such Indebtedness (or
their representative) accede to the Intercreditor Agreement or an Additional Intercreditor Agreement that ranks such Liens junior to
the Liens on the same Collateral securing the Notes, regardless of the time such Liens are granted.


 


“Permitted
Investment” means (in each case, by the Company or any of its Restricted Subsidiaries):


 


	 	(1)	Investments
    in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including
    the Capital Stock of any such Person) and such Person will, upon the making of such Investment, become a Restricted Subsidiary;
	 	 	 
	 	(2)	Investments
    in another Person if as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into,
    or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary;
	 	 	 
	 	(3)	Investments
    in cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;
	 	 	 
	 	(4)	Investments
    in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business;


 




    	 	23	 



    	 	 	 



    

 


	 	(5)	Investments
    in 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;
	 	 	 
	 	(6)	Management
    Advances;
	 	 	 
	 	(7)	Investments
    in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing
    to the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction
    of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor;
	 	 	 
	 	(8)	Investments
    made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset
    Disposition (but excluding a Permitted Asset Swap), in each case that such sale or other disposition was an Asset Disposition, such
    transaction was made in compliance with Section 4.07;
	 	 	 
	 	(9)	Investments
    in existence on, or made pursuant to legally binding commitments in existence on, the Issue Date;
	 	 	 
	 	(10)	Currency
    Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance
    with Section 4.06;
	 	 	 
	 	(11)	Investments,
    taken together with all other Investments made pursuant to this clause (11) and at any time outstanding, in an aggregate amount at
    the time of such Investment not to exceed the greater of (x) £20.0 million and (y) 33.0% of Consolidated EBITDA (measured at
    the time of making such Investment); provided that, if an Investment is made pursuant to this clause in a Person that is not
    a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary,
    such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted
    Investments” and not this clause;
	 	 	 
	 	(12)	pledges
    or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described
    in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.09;
	 	 	 
	 	(13)	any
    Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Deeply Subordinated Debt as consideration;
	 	 	 
	 	(14)	any
    transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of Section 4.08(b)
    (except those described in clauses (1), (3), (6), (8), (9) and (11) thereof);
	 	 	 
	 	(15)	Investments
    consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property,
    in any case, in the ordinary course of business and in accordance with this Indenture; 
	 	 	 
	 	(16)	Guarantees
    of Indebtedness of the Company or its Restricted Subsidiaries permitted to be incurred by the Company and the relevant Restricted
    Subsidiary (as applicable) under Section 4.06 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements
    not prohibited by Section 4.06; 
	 	 	 
	 	(17)	loans
    or advances to gaming machine site owners or gaming machine sub-operators in the ordinary course of business; 


 




    	 	24	 



    	 	 	 



    

 


	 	(18)	Investments
    in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed in
    trust accounts;
	 	 	 
	 	(19)	Investments
    made in connection with funding contributions to post-employment benefit schemes or pension schemes, including contingent funding;
	 	 	 
	 	(20)	Investments
    in a Receivables Subsidiary or otherwise in connection with a Qualified Receivables Financing;
	 	 	 
	 	(21)	cash
    held as operational floats in gaming or amusement machines;
	 	 	 
	 	(22)	Investments
    in licenses, concessions, authorizations, franchises, permits or similar arrangements that are related to the Company’s or
    any Restricted Subsidiary’s business; and
	 	 	 
	 	(23)	Investments
    in the Notes or other Indebtedness of the Issuer or a Guarantor that is not subordinated to the Notes or any Note Guarantees and
    Investments pursuant to the Proceeds Loan.


 


“Permitted
Liens” means, with respect to any Person:


 


	 	(1)	Liens
    on assets or property of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor securing Indebtedness of any Restricted
    Subsidiary that is not the Issuer or a Subsidiary Guarantor;
	 	 	 
	 	(2)	pledges,
    deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation,
    or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance
    arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or
    to secure utilities, licenses, public or statutory obligations, trade obligations or to secure surety, indemnity, judgment, appeal
    or performance bonds or guarantees, guarantees of government or regulatory contracts or obligations (or other similar bonds, instruments
    or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations
    of like nature, in each case Incurred in the ordinary course of business (including, in each case, to secure letters of credit or
    similar instruments to assure payment of such obligation);
	 	 	 
	 	(3)	Liens
    imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s
    or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested
    in good faith by appropriate proceedings;
	 	 	 
	 	(4)	Liens
    for taxes, assessments or other governmental charges not yet delinquent or that are being contested in good faith by appropriate
    proceedings; provided that appropriate reserves required pursuant to GAAP have been made in respect thereof;
	 	 	 
	 	(5)	Liens
    in favor of the issuer of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not
    issued to support Indebtedness for borrowed money) issued pursuant to the request of and for the account of the Company or any Restricted
    Subsidiary in the ordinary course of its business;
	 	 	 
	 	(6)	encumbrances,
    ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for,
    licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes
    or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties
    or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of its properties
    that do not materially impair their use in the operation of the business of the Company and the Restricted Subsidiaries;


 




    	 	25	 



    	 	 	 



    

 


	 	(7)	Liens
    on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations permitted under this Indenture;
	 	 	 
	 	(8)	licenses,
    subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the
    ordinary course of business;
	 	 	 
	 	(9)	Liens
    arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings
    which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the
    period within which such proceedings may be initiated has not expired;
	 	 	 
	 	(10)	Liens
    on assets or property of the Company or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations or Purchase
    Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to
    finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary
    course of business; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted
    to be Incurred under this Indenture and (b) any such Lien may not extend to any assets or property of the Company or any Restricted
    Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any
    improvements or accessions to such assets and property;
	 	 	 
	 	(11)	Liens
    arising by virtue of any statutory or common law provisions relating to banker’s liens, rights of setoff or similar rights
    and remedies as to deposit accounts or other funds maintained with a depositary or financial institution;
	 	 	 
	 	(12)	Liens
    arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding
    operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;
	 	 	 
	 	(13)	Liens
    existing on the Issue Date;
	 	 	 
	 	(14)	Liens
    on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time
    the Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means
    of a merger, consolidation or other business combination transaction with or into the Company or any Restricted Subsidiary); provided,
    however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming
    a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided further, that such Liens are
    limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions
    in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such
    Liens arose, could secure) the obligations to which such Liens relate;
	 	 	 
	 	(15)	Liens
    on assets or property of the Company or any Restricted Subsidiary securing Indebtedness or other obligations of the Company or such
    Restricted Subsidiary owing to the Company or any Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary;


 




    	 	26	 



    	 	 	 



    

 


	 	(16)	Liens
    securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured
    under this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements,
    accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which
    the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security
    for or subject to a Permitted Lien hereunder;
	 	 	 
	 	(17)	any
    interest or title of a lessor under any Capitalized Lease Obligation or operating lease;
	 	 	 
	 	(18)	(a)
    mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government,
    statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted
    Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation
    or eminent domain proceedings affecting any real property;
	 	 	 
	 	(19)	any
    encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement
    pursuant to any joint venture or similar agreement;
	 	 	 
	 	(20)	Liens
    on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers
    thereof) or on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash,
    in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness or to consummate
    a transaction or other purpose for which such Indebtedness was Incurred and are held in an escrow account or similar arrangement
    pending application for such purpose;
	 	 	 
	 	(21)	Liens
    securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading
    activities, or liens over cash accounts securing cash management services (including overdrafts), to implement cash pooling arrangements
    or to cash–collateralize letters of credit;
	 	 	 
	 	(22)	Liens
    arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered
    into in the ordinary course of business;
	 	 	 
	 	(23)	Liens
    Incurred with respect to Indebtedness which does not exceed at any one time outstanding the greater of (x) £12.0 million and
    (y) 20.0% of Consolidated EBITDA (measured at the time of incurrence);
	 	 	 
	 	(24)	Permitted
    Collateral Liens;
	 	 	 
	 	(25)	Liens
    on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;
	 	 	 
	 	(26)	Liens
    on Receivables Assets Incurred in connection with a Qualified Receivables Financing;
	 	 	 
	 	(27)	Liens
    on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;
	 	 	 
	 	(28)	Liens
    over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the
    Company or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent
    more than 25% of the net proceeds of such disposal;


 




    	 	27	 



    	 	 	 



    

 


	 	(29)	Liens
    on cash held as operational floats in gaming or amusement machines; 
	 	 	 
	 	(30)	Liens
    created for the benefit of (or to secure) the Notes and the Note Guarantees; and
	 	 	 
	 	(31)	Liens
    on any proceeds loan made by any Finance Subsidiary to the Company or a Restricted Subsidiary in connection with any future incurrence
    of Indebtedness permitted under this Indenture securing that Indebtedness.


 


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


 


“pounds
sterling”, “sterling” or “£” means the lawful currency of the United Kingdom.


 


“Preferred
Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that
is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution
of such Person, over shares of Capital Stock of any other class of such Person.


 


“Priority
Indebtedness” means Indebtedness (other than Indebtedness Incurred pursuant to Sections 4.06(b)(1), 4.06(b)(2) (but only with
respect to any of the other clauses identified in this definition), 4.06(b)(3), 4.06(b)(4), 4.06(b)(5), 4.06(b)(6), 4.06(b)(7), 4.06(b)(8),
4.06(b)(9), 4.06(b)(10) and 4.06(b)(13) and without double counting) (a) directly issued by or that has the benefit of a Guarantee of
any Restricted Subsidiary of the Company that is not the Issuer, a Subsidiary Guarantor or a Finance Subsidiary outstanding at any time
or (b) incurred by the Company or any Restricted Subsidiary (other than a Restricted Subsidiary, the primary purpose of which is to finance
the business operations of the Company and the Subsidiary Guarantors) and secured by a Lien on property or assets that do not secure
the Notes or any Note Guarantee on an equal and ratable or priority basis.


 


“Private
Placement Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture
except where otherwise permitted by the provisions of this Indenture.


 


“Proceeds
Loan” means the loan between the Issuer, as lender, and Gaming Acquisitions Limited, as borrower, for the amount of the proceeds
received by the Issuer from the offering of the Notes on the Issue Date, and all loans directly or indirectly replacing or refinancing
such loan or any portion thereof.


 


“Proceeds
Loan Agreement” means the proceeds loan agreement, dated on or around the Issue Date, by and between the Issuer and Gaming
Acquisitions Limited pursuant to which the Proceeds Loan was made, as the same may be amended from time to time in accordance with the
terms of this Indenture.


 


“Public
Offering” means any offering of shares of common stock or other common equity interests that are listed on an exchange or publicly
offered (which shall include an offering pursuant to Rule 144A or Regulation S under the Securities Act to professional market investors
or similar persons).


 


“Purchase
Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets (including Capital Stock), whether acquired through the direct acquisition of such property
or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 




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“Qualified
Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1)
the Board of Directors of the Company shall have determined in good faith that such Qualified Receivables Financing (including financing
terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the
Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at fair market
value (as determined in good faith by the Company), and (3) the financing terms, covenants, termination events and other provisions thereof
shall be on market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings.


 


The
grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries (other than a Receivables
Subsidiary) to secure Indebtedness under a Credit Facility or Indebtedness in respect of the Notes shall not be deemed a Qualified Receivables
Financing.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Receivables
Assets” means any assets that are or will be the subject of a Qualified Receivables Financing.


 


“Receivables
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued
or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.


 


“Receivables
Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the
case of a transfer by the Company or any of its Subsidiaries), or (b) any other Person (in the case of a transfer by a Receivables Subsidiary),
or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of
its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving
accounts receivable and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such accounts receivable.


 


“Receivables
Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables
arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any
failure to take action by or any other event relating to the seller.


 


“Receivables
Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified
Receivables Financing with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company
or any Subsidiary of the Company transfers accounts receivable and related assets) which engages in no activities other than in connection
with the financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other),
collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated
by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary and:


 





	 	(1)	no
    portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Restricted
    Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard
    Securitization Undertakings), (ii) is subject to terms that are substantially equivalent in effect to a guarantee of any losses on
    securitized or sold receivables by the Company or any Restricted Subsidiary, (iii) is recourse to or obligates the Company or any
    Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iv) subjects any property or asset
    of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other
    than pursuant to Standard Securitization Undertakings;


 




    	 	29	 



    	 	 	 



    

 


	 	(2)	with
    which neither the Company nor any Restricted Subsidiary has any contract, agreement, arrangement or understanding other than on terms
    which the Company reasonably believes to be no less favorable to the Company or such Restricted Subsidiary than those that might
    be obtained at the time from Persons that are not Affiliates of the Company; and
	 	 	 
	 	(3)	to
    which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial
    condition or cause such entity to achieve certain levels of operating results.


 


Any
such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a copy of the
resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the foregoing conditions.


 


“Refinance”
means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, amend, extend, supplement, reissue, resell, extend
or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing”
has the meaning given to it in the Offering Memorandum.


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness
of any Restricted Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that:


 


	 	(1)	if
    the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinancing Indebtedness has a final Stated Maturity
    at the time such Refinancing Indebtedness is Incurred that is the same as or later than the final Stated Maturity of the Indebtedness
    being refinanced or, if shorter, the Notes;
	 	 	 
	 	(2)	such
    Refinancing Indebtedness 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 interest or premiums required by the instruments governing such existing Indebtedness (including reasonable tender premiums
    or consent fees, as determined in good faith by a responsible financial or chief accounting officer of the Company), defeasance costs,
    accrued interest and costs, expenses and fees Incurred in connection therewith); and
	 	 	 
	 	(3)	if
    the Indebtedness being refinanced is expressly subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing
    Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms at least as favorable to the Holders
    as those contained in the documentation governing the Indebtedness being refinanced,


 




    	 	30	 



    	 	 	 



    

 


provided,
however, that Refinancing Indebtedness shall not include (x) Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary and (y) Indebtedness of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor
that refinances Indebtedness of the Issuer, the Company or a Subsidiary Guarantor.


 


Refinancing
Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge
or repayment of any such Credit Facility or other Indebtedness.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note, bearing the Global Note Legend and the Private Placement Legend and having the “Schedule
of Exchanges of Interests in the Global Note” attached thereto, deposited with and registered in the name of the Common Depositary
or its nominee that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Regulation
S, substantially in the form of Exhibit A hereto.


 


“Relevant
Regulator” means (i) the Gambling Commission of Great Britain, or such other governmental authority having supervisory authority
in the United Kingdom with respect to the Company and its Restricted Subsidiaries; (ii) L’Agenzia delle dogane e dei Monopoli,
or such other governmental authority having supervisory authority in Italy with respect to the Company and its Restricted Subsidiaries;
(iii) the Hellenic Gaming Commission, or such other governmental authority having supervisory authority in Greece with respect to the
Company and its Restricted Subsidiaries; and (iv) with respect to the operations of the Company and its Restricted Subsidiaries in a
jurisdiction other than the United Kingdom, Italy and Greece, such other governmental authority having supervisory authority in such
other jurisdiction of gaming machines and remote gaming with respect to the Company or such relevant Restricted Subsidiary.


 


“Responsible
Officer,” when used with respect to the Trustee, means any managing director, director, associate director, vice president,
assistant treasurer, or trust officer within the Trusts & Securities Services Department of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.


 


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


 


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Restricted
Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“Reversion
Date” means, after the Notes have achieved Investment Grade Status, the date, if any, that such Notes shall cease to have such
Investment Grade Status.


 


“Revolving
Credit Facility” means the revolving credit facility made available pursuant to the Revolving Credit Facility Agreement.


 


“Revolving
Credit Facility Agreement” means the super senior revolving credit facilities agreement to be dated on or about the Issue Date
entered into by, among others, the Issuer, Gaming Acquisitions Limited and Inspired Gaming (UK) Limited, as borrowers and the Initial
Guarantors, as guarantors, and Global Loan Agency Services Limited, as agent, providing for borrowings in an aggregate principal amount
of up to £20.0 million.


 


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


 




    	 	31	 



    	 	 	 



    

 


“Rule
144A Global Note” means a Global Note, bearing the Global Note Legend and the Private Placement Legend and having the “Schedule
of Exchanges of Interests in the Global Note” attached thereto, deposited with and registered in the name of the Common Depositary
or its nominee that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Rule
144A, substantially in the form of Exhibit A hereto.


 


“Rule
903” means Rule 903 promulgated under the Securities Act.


 


“Rule
904” means Rule 904 promulgated under the Securities Act.


 


“S&P”
means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical
Rating Organization.


 


“SEC”
means the U.S. Securities and Exchange Commission or any successor thereto.


 


“Secured
Indebtedness” means (without double counting) any Indebtedness of the Company or a Restricted Subsidiary secured by a Lien
on any portion of the Collateral on a basis pari passu with or senior to the security in favor of the Notes other than (x) Indebtedness
Incurred under Sections 4.06(b)(2), 4.06(b)(3), 4.06(b)(4)(e), 4.06(b)(6), 4.06(b)(7), 4.06(b)(8), 4.06(b)(9), 4.06(b)(10) and 4.06(b)(13)
and (y) Liens granted in accordance with clause (a) of the definition of “Permitted Collateral Liens”.


 


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


 


“Security
Agent” means GLAS Trust Corporation Limited until a successor replaces it in accordance with the applicable provisions of this
Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement and thereafter means the successor
thereof.


 


“Security
Documents” means any security documents and other instruments and documents executed and delivered pursuant to this Indenture
or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral
is pledged, assigned or granted to or for the ratable benefit of the Holders and the Trustee or notice of such pledge, assignment or
grant is given.


 


“Senior
Management” means the officers, directors, and other members of senior management of the Company or any of its Subsidiaries.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the
meaning of Rule 1-02 of Regulation S-X, promulgated under the Securities Act, as such regulation is in effect on the Issue Date.


 


“Similar
Business” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates
on the Issue Date, and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates
that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.


 


“Standard
Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered
into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Receivables
Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables
Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.


 




    	 	32	 



    	 	 	 



    

 


“Stated
Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent
obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.


 


“Sterling
Equivalent” means, with respect to any monetary amount in a currency other than pounds sterling, at any time of determination
thereof, the amount of pounds sterling obtained by converting such currency other than pounds sterling involved in such computation into
pounds sterling at the spot rate for the purchase of pounds sterling with the applicable currency other than pounds sterling as published
in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information
is no longer available in The Financial Times, such source as may be selected in good faith by a responsible financial or chief accounting
officer of the Company) on the date of such determination.


 


“Subordinated
Indebtedness” means, with respect to any Person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred)
that is expressly subordinated in right of payment to the Notes or the Note Guarantees pursuant to a written agreement.


 


“Subsidiary”
means, with respect to any Person:


 


	 	(1)	any
    corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
    entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of
    any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled,
    directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or
	 	 	 	 
	 	(2)	any
    partnership, joint venture, limited liability company or similar entity of which:
	 	 	 	 
	 	 	(a)	more
    than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
    as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
    or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and
	 	 	 	 
	 	 	(b)	such
    Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary
Guarantor” means any Restricted Subsidiary of the Company that provides a Note Guarantee.


 


“TARGET
Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) payment
system is open for the settlement of payments.


 


“Taxes”
means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature
(including interest and penalties applicable thereto) that are imposed or levied by any government or other taxing authority and “Tax”
shall be construed accordingly.


 


“Tax
Sharing Agreement” means any tax sharing or profit and loss pooling or similar agreement with customary or arm’s–length
terms entered into with any Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time
to time in accordance with the terms thereof and of this Indenture, including any tax grouping or tax consolidation arrangement.


 




    	 	33	 



    	 	 	 



    

 


“Temporary
Cash Investments” means any of the following:


 


	 	(1)	any investment in
	 	 	 	 
	 	 	(a)	direct
    obligations of, or obligations Guaranteed by, (i) the United States of America or Canada, (ii) any Permissible Jurisdiction, (iii)
    Switzerland or Norway, (iv) any country in whose currency funds are being held specifically pending application in the making of
    an investment or capital expenditure by the Company or a Restricted Subsidiary in that country with such funds or (v) any agency
    or instrumentality of any such country or member state; or
	 	 	 	 
	 	 	(b)	direct
    obligations of any country recognized by the United States of America rated at least “A” by S&P or at least “A2”
    by Moody’s or at least “A” by Fitch (or, in either case, the equivalent of such rating by such organization or,
    if no rating of S&P or Moody’s or Fitch then exists, the equivalent of such rating by any Nationally Recognized Statistical
    Rating Organization);
	 	 	 	 
	 	(2)	overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by:
	 	 	 	 
	 	 	(a)	any
    lender under any Credit Facility which is also a party to the Intercreditor Agreement or any Additional Intercreditor Agreement;
	 	 	 	 
	 	 	(b)	any
    institution authorized to operate as a bank in any of the countries or member states referred to in subclause (1)(a) above; or
	 	 	 	 
	 	 	(c)	any
    bank or trust company organized under the laws of any such country or member state or any political subdivision thereof, in each
    case, having capital and surplus aggregating in excess of £250 million (or the foreign currency equivalent thereof) and whose
    long-term debt is rated at least “A” by S&P or at least “A2” by Moody’s or at least “A”
    by Fitch (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s or
    Fitch then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment
    is made;
	 	 	 	 
	 	(3)	repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or (2) above entered into with a Person meeting the qualifications described in clause (2) above;
	 	 	 	 
	 	(4)	Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P or “F-2” (or higher) according to Fitch (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s or Fitch then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);
	 	 	 	 
	 	(5)	Investments in securities maturing not more than one year after the date of acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States of America, Canada, any Permissible Jurisdiction or Switzerland, Norway or by any political subdivision or taxing authority of any such state, commonwealth, territory, country or member state, and rated at least “BBB-” by S&P or at least “Baa3” by Moody’s or at least “BBB-” by Fitch (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s or Fitch then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);


 




    	 	34	 



    	 	 	 



    

 


 


	 	(6)	bills
    of exchange issued in the United States, Canada, a Permissible Jurisdiction, Switzerland, Norway or Japan eligible for rediscount
    at the relevant central bank and accepted by a bank (or any dematerialized equivalent);
	 	 	 
	 	(7)	any
    money market deposit accounts issued or offered by a commercial bank organized under the laws of a country that is a member of the
    Organization for Economic Co-operation and Development, in each case, having capital and surplus in excess of £250 million
    (or the foreign currency equivalent thereof) or whose long term debt is rated at least “A” by S&P or at least “A2”
    by Moody’s or at least “A” by Fitch (or, in either case, the equivalent of such rating by such organization or,
    if no rating of S&P or Moody’s or Fitch then exists, the equivalent of such rating by any Nationally Recognized Statistical
    Rating Organization) at the time such Investment is made;
	 	 	 
	 	(8)	investment
    funds investing 95% of their assets in securities of the type described in clauses (1) through (7) above (which funds may also hold
    reasonable amounts of cash pending investment and/or distribution); and
	 	 	 
	 	(9)	investments
    in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the U.S.
    Investment Company Act of 1940, as amended.





 


“Trustee”
means GLAS Trustees Limited as trustee until a successor replaces it in accordance with the applicable provisions of this Indenture,
the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement and thereafter means the successor thereof.


 


“Trust
Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.


 


“UK
Government Obligations” means direct obligations of, or obligations Guaranteed by, the United Kingdom, and the payment for
which the United Kingdom pledges its full faith and credit.


 


“Uniform
Commercial Code” means the New York Uniform Commercial Code.


 


“Unrestricted
Subsidiary” means:


 


	 	(1)	any
    Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors
    of the Company in the manner provided in Section 4.23); and
	 	 	 
	 	(2)	any
    Subsidiary of an Unrestricted Subsidiary.


 


“Voting
Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the
election of directors.


 


“Wholly
Owned Subsidiary” means a Restricted Subsidiary, all of the Voting Stock of which (other than directors’ qualifying shares
or shares required by any applicable law or regulation to be held by a Person other than the Company or another Wholly Owned Subsidiary)
is owned by the Company or another Wholly Owned Subsidiary.


 




    	 	35	 



    	 	 	 



    

 


Section
1.02 Other Definitions.


 





	Term	 	Defined
    in Section
	“Additional
    Amounts”	 	4.17(a)
	“Additional
    Intercreditor Agreement”	 	4.15(a)
	“Additional
    Notes”	 	Preamble
	“Affiliate
    Transaction”	 	4.08(a)
	“Asset
    Disposition Offer”	 	4.07(b)
	“Asset
    Disposition Offer Amount”	 	4.07(e)
	“Asset
    Disposition Offer Period”	 	4.07(e)
	“Asset
    Disposition Purchase Date”	 	4.07(e)
	“Authenticating
    Agent”	 	2.02
	“Authentication
    Order”	 	2.02
	“Authorized
    Agent”	 	13.06
	“Change
    in Tax Law”	 	3.08(a)
	“Change
    of Control Offer”	 	4.12(b)
	“Change
    of Control Payment”	 	4.12(b)
	“Change
    of Control Payment Date”	 	4.12(b)
	“Covenant
    Defeasance”	 	8.03
	“cross-acceleration
    provision”	 	6.01(a)(6)(B)
	“Event
    of Default”	 	6.01(a)
	“Excess
    Proceeds”	 	4.07(b)
	“guarantee
    provision”	 	6.01(a)(11)
	“Initial
    Default”	 	6.01(c)
	“Initial
    Lien”	 	4.09
	“Initial
    Notes”	 	Preamble
	“judgment
    default provision”	 	6.01(a)(9)
	“Legal
    Defeasance”	 	8.02
	“payment
    default”	 	6.01(a)(6)(A)
	“Payor”	 	4.17(a)
	“Permitted
    Payments”	 	4.04(b)
	“recognized
    stock exchange”	 	4.11
	“Registrar”	 	2.03
	“Relevant
    Taxing Jurisdiction”	 	4.17(a)
	“Restricted
    Payment”	 	4.04(a)
	“security
    default provision”	 	6.01(a)(10)
	“Successor
    Person”	 	5.01(a)
	“Suspension
    Event”	 	4.18
	“Tax
    Redemption Date”	 	3.08(a)
	“Transfer
    Agent”	 	2.03


 


Section
1.03 Rules of Construction.


 


Unless
the context otherwise requires:


 


(1)
a term has the meaning assigned to it;


     


(2)
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


     


(3)
“or” is not exclusive;


 
   


(4) “including” or “include” means including or include without limitation;


     


(5)
words in the singular include the plural, and in the plural include the singular;


     


(6)
“will” shall be interpreted to express a command;



 




    	 	36	 



    	 	 	 



    

 


(7)
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;


     


(8)
provisions apply to successive events and transactions;


     


(9)
references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time; and


     


(10)
unless otherwise provided in this Indenture or in any Note, the words “execute,” “execution,” “signed,”
and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,
any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed
to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act and any other similar state laws based on the Uniform Electronic Transactions Act.



 


Article
2.


The
Notes


 


Section
2.01 Form and Dating.


 


(a) General.
Each series of the Notes and the Trustee’s or the Authenticating Agent’s certificate of authentication will be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange
rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note will be
dated the date of its authentication. The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.


 


(b) Global
Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend
thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will
represent such of the outstanding Notes as will be specified therein and each shall provide that it represents 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 reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding
Notes represented thereby will be made by a Registrar or the Paying Agent in accordance with instructions given by the Holder
thereof as required by Section 2.06.


 


(c) Rule
144A Global Notes and Regulation S Global Notes. The Notes shall initially be issued in the form of registered notes in global
form without interest coupons, as follows:


 


(1)
The Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act shall
initially be issued in the form of Rule 144A Global Notes, which shall be deposited with and registered in the name of a nominee of
the Common Depositary for the accounts of Euroclear and Clearstream. The aggregate principal amount of any Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter
provided.


 


(2)
The Notes sold outside the United States pursuant to Regulation S under the Securities Act shall initially be issued in the form of
Regulation S Global Notes, which shall be deposited with and registered in the name of a nominee of the Common Depositary for the
accounts of Euroclear and Clearstream. The aggregate principal amount of any Regulation S Global Note may from time to time be
increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

 




    	 	37	 



    	 	 	 



    

 


(d) Definitive
Registered Notes. Definitive Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive Registered Note, or
in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Indenture.


 


Notes
issued in definitive registered form will be substantially in the form of Exhibit A hereto (excluding the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” in the form of Schedule A attached thereto).


 


(e) Book-Entry
Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by
Participants through Euroclear or Clearstream.


 


(f) Denomination. The
Notes shall be issued in minimum denominations of £100,000 and in integral multiples of £1,000 in excess
thereof.


 




Section
2.02 Execution and Authentication.


 


At
least one Officer must sign the Notes for the Issuer by manual or facsimile signature.


 


If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid.


 


A
Note shall not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee or the Authenticating
Agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing,
if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such
Note to the Paying Agent or Registrar for cancellation as provided for in Section 2.11.


 


Pursuant
hereto, the Trustee or the Authenticating Agent will, upon receipt of a written order of the Issuer signed by at least one Officer and
delivered to the Authenticating Agent (an “Authentication Order”), authenticate, or cause the relevant Authenticating
Agent to authenticate, (i) the Initial Notes in the form of Global Notes and, at any time and from time to time upon delivery of an Authentication
Order with the terms of such notes set out in an Officer’s Certificate, the Trustee or the Authenticating Agent will authenticate
any Additional Notes in the form of Global Notes; or (ii) the Definitive Registered Notes from time to time issued only in exchange for
a like aggregate amount of Global Notes or Definitive Registered Notes that may be validly issued under this Indenture, including any
Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07.


 


The
Trustee may appoint one or more authenticating agents (each, an “Authenticating Agent”) acceptable to the Issuer to
authenticate Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal
with Holders or an Affiliate of the Issuer. The Trustee hereby appoints Global Loan Agency Services Limited as the Authenticating Agent
for the Notes. Global Loan Agency Services Limited has accepted such appointment and the Issuer hereby confirms that such appointment
is acceptable to it.


 




    	 	38	 



    	 	 	 



    

 


Section
2.03 Registrar, Transfer Agent and Paying Agent.


 


The
Issuer will maintain one or more Paying Agents for the Notes. The initial Paying Agent for the Notes will be GLAS Trust Company LLC.


 


The
Issuer will also maintain one or more registrars (each, a “Registrar”) and a transfer agent (the “Transfer
Agent”). The initial Registrar and the initial Transfer Agent will be GLAS Trust Company LLC. The Registrar will maintain a
register for the Notes reflecting ownership of Definitive Registered Notes outstanding from time to time and will make payments on and
facilitate transfers of Definitive Registered Notes on behalf of the Issuer.


 


Each
such initial Agent hereby accepts such appointment.


 


The
Issuer may change any Paying Agent, Registrar or Transfer Agent for the Notes without prior notice to the Holders of the Notes. The Issuer,
the Company or any Subsidiary of the Company may act as Paying Agent or Registrar in respect of the Notes. For so long as the Notes are
admitted to trading on the Official List of the Exchange and the rules and regulations of the Authority so require, the Issuer will publish
a notice of any change of Paying Agent, Registrar or Transfer Agent to the extent and in the manner permitted by such rules and regulations.
In addition, for so long as any Notes are represented by Global Notes, all notices to Holders will be delivered to Euroclear and Clearstream,
which will give such notices to the holders of Book-Entry Interests.


 


Section
2.04 Paying Agent to Hold Money.


 


The
Issuer will require each Paying Agent (other than the Trustee or an Affiliate of the Trustee) not a party to this Indenture to agree
in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of principal of, premium or Additional
Amounts, if any, or interest on, the Notes, and will notify the Trustee of any Default by the Issuer in making any such payment. While
any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time
may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon
payment over to the Trustee, the Paying Agent (if other than the Issuer, the Company or a Subsidiary of the Company) will have no further
liability for the money. If the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, it will segregate and hold in
a separate trust fund for the benefit of the Holders all money held by it as Paying Agent unless the Issuer, the Company or such Subsidiary
is subject to insolvency, bankruptcy or reorganization proceedings (including, without limitation, its bankruptcy, voluntary or judicial
liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with
creditors, reorganization or similar laws affecting the rights of creditors generally), in which case a Paying Agent (other than the
Issuer, the Company or such Subsidiary) will act as Paying Agent for the Notes. The Issuer shall before 10:00 a.m., London time, on the
Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms
by facsimile or tested SWIFT MT100 message to the Paying Agent the payment instructions relating to such payment. For the avoidance of
doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be
made by the Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective
times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment.


 


Section
2.05 Holder Lists.


 


The
Registrar(s) will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of all Holders. If the Trustee or the Paying Agent is not the Registrar, the Issuer will furnish to the Trustee (but only if the Trustee
so requires) and each Paying Agent at least two Business Days before each interest payment date and at such other times as the Trustee
or the Paying Agent may request in writing, a list of the names and addresses of the Holders of Notes in such form and as of such date
as the Trustee or the Paying Agent may reasonably require.


 




    	 	39	 



    	 	 	 



    

 


Section
2.06 Transfer and Exchange.


 


(a) Transfer
and Exchange of Global Notes. Prior to 40 days after the Issue Date, ownership of interests in the Global Notes will be limited
to persons that have accounts with Euroclear or Clearstream or persons that may hold interests through such Participants. Ownership
of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification
requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants in Euroclear or Participants in
Clearstream will be effected by Euroclear or Clearstream, as applicable, pursuant to customary procedures and subject to the
applicable rules and procedures established by Euroclear or Clearstream, as applicable, and their respective
Participants.


 


Owners
of the Book-Entry Interests will receive Definitive Registered Notes only in the following circumstances:


 


(1)
if Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as depositary and the Issuer fails
to appoint a successor;


 


(2)
Euroclear or Clearstream so requests following an Event of Default; or


 


(3)
if any holder of a Book-Entry Interest requests such exchange in writing through Euroclear or Clearstream following an Event of
Default

 


Upon
the occurrence of any of the preceding events in clauses Section 2.06(a)(1), (2) or (3) above, the Issuer shall issue or cause to be
issued Definitive Registered Notes in such names as Euroclear or Clearstream, as applicable, shall instruct the Registrar or Transfer
Agent, and such Definitive Registered Notes will bear the Private Placement Legend as provided in Section 2.06(f)(1) hereof, unless that
legend is not required thereby or by applicable law.


 


Global
Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b) or (c). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a
Global Note.


 


(b) General
Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes. The transfer and exchange of
Book-Entry Interests shall be effected through Euroclear or Clearstream, in accordance with the provisions of this Indenture and the
Applicable Procedures.


 


In
connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with
which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the relevant Transfer Agent
(copied to the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream
in accordance with the Applicable Procedures directing Euroclear or Clearstream to debit from the transferor a Book-Entry Interest in
an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant
given to Euroclear or Clearstream in accordance with the Applicable Procedures directing Euroclear or Clearstream to credit or cause
to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged;
and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to
be credited or debited with such increase or decrease, if applicable.


 




    	 	40	 



    	 	 	 



    

 


In
connection with a transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the relevant Transfer Agent (copied
to the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream in
accordance with the Applicable Procedures directing Euroclear or Clearstream to debit from the transferor a Book-Entry Interest in an
amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar
to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and
(iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to effect
the transfer or exchange referred to above.


 


In
connection with any transfer or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the relevant
Transfer Agent or Registrar the Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in a form
satisfactory to such Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition,
in connection with a transfer or exchange of a Definitive Registered Note for a Book-Entry Interest, the relevant Transfer Agent (copied
to the relevant Registrar) must receive a written order directing Euroclear or Clearstream to credit the account of the transferee in
an amount equal to the Book-Entry Interest to be transferred or exchanged.


 


Upon
satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture,
the relevant Transfer Agent (copied to the relevant Registrar), as specified in this Section 2.06, shall endorse the relevant Global
Note(s) with any increase or decrease and instruct Euroclear or Clearstream to reflect such increase or decrease in its systems.


 


Transfers
of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either Section
2.06(b)(1) or Section 2.06(b)(2), as applicable, as well as Section 2.06(b)(3), if applicable:


 


(1) Transfer
of Book-Entry Interests in the Same Global Note. Book-Entry Interests may be transferred to Persons who take delivery thereof in
the form of a Book-Entry Interest in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, ownership of Book-Entry Interests in any Regulation S Global Note will be
limited to Persons that have accounts with Euroclear or Clearstream or Persons who hold interests through Euroclear or Clearstream,
and any sale or transfer of such interest to U.S. persons shall not be permitted during the Restricted Period unless such resale or
transfer is made pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Trustee to effect
the transfers described in this Section 2.06(b)(1).


 


(2) All
Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in
Global Notes in a transaction not subject to Section 2.06(b)(1) only if the relevant Transfer Agent (copied to the Registrar) receives
either:


 


(A)
both:


 


(i) a written order from a Participant or an Indirect Participant given to Euroclear or Clearstream in accordance with the Applicable
Procedures directing Euroclear or Clearstream to credit or cause to be credited a Book-Entry Interest in another Global Note in an
amount equal to the Book-Entry Interest to be transferred or exchanged; and


 


(ii) instructions given by Euroclear or Clearstream in accordance with the Applicable Procedures containing information regarding the
Participant’s account to be credited with such increase; or


 




    	 	41	 



    	 	 	 



    

 


(B) both:


 


(i) a
written order from a Participant or an Indirect Participant given to Euroclear or Clearstream in accordance with the Applicable Procedures
directing Euroclear or Clearstream to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to
be transferred or exchanged; and


 


(ii) instructions
given by Euroclear or Clearstream to the relevant Registrar containing information specifying the identity of the Person in whose name
such Definitive Registered Note shall be registered to effect the transfer or exchange referred to in Section 2.06(b)(1), the principal
amount of such securities and the ISIN, Common Code or other similar number identifying the Notes,


 


provided
that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend.


 


(3) Transfer
of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note may be transferred to a Person who takes
delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section
2.06(b)(2) and the relevant Registrar or the relevant Transfer Agent receives the following:


 


(A) if
the transferee will take delivery in the form of a Book-Entry Interest in a Rule 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B) if
the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


(c) Transfer
or Exchange of Beneficial Interests for Definitive Registered Notes. If any holder of a Book-Entry Interest in a Global Note proposes
to exchange such Book-Entry Interest for a Definitive Registered Note or to transfer such Book-Entry Interest to a Person who takes delivery
thereof in the form of a Definitive Registered Note, then, upon receipt by the relevant Transfer Agent and the relevant Registrar of
the following documentation:


 


(A) in
the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global
Note, a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;


 


(B) in
the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note,
the transfer complies with Section 2.06(b);


 


(C) in
the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note to a QIB in reliance on Rule 144A, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(D) in
the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Regulation S, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(E) in
the case of a transfer by a holder of a Book-Entry Interest in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or


 


(F) in
the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3) thereof,


 




    	 	42	 



    	 	 	 



    

 


the
Paying Agent and/or the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Authenticating Agent shall authenticate and deliver to the Person
designated in the instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered Note issued
in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the relevant Registrar through
instructions from Euroclear or Clearstream and the Participant or Indirect Participant. The Registrar or the Paying Agent shall deliver
such Definitive Registered Notes to the Persons in whose names such Notes are so registered. Any Definitive Registered Note issued in
exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein.


 


(d) Transfer
and Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Registered
Note proposes to exchange such Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Registered Notes to a Person
who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the relevant Transfer Agent and
the relevant Registrar of the following documentation:


 


(A) if
the Holder of such Definitive Registered Note proposes to exchange such Note for a Book-Entry Interest in a Global Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (2) thereof;


 


(B) if
such Definitive Registered Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


 


(C) if
such Definitive Registered Note is being transferred in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, as applicable; and


 


(D) if
such Definitive Registered Note is being transferred to the Issuer, the Company or any Subsidiary of the Company, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3) thereof,


 


the
Registrar will cancel the Definitive Registered Note, and the Registrar will increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the Global Note, in the case of clause (B) above, the applicable Rule 144A Global Note, in
the case of clause (C) above, the applicable Regulation S Global Note, and in the case of clause (D) above, the applicable Rule 144A
Global Note.


 


(e) Transfer
and Exchange of Definitive Registered Notes for Definitive Registered Notes. Upon request by a Holder of Definitive Registered Notes
and such Holder’s compliance with the provisions of this Section 2.06(e), the relevant Transfer Agent or the relevant Registrar
will register the transfer or exchange of Definitive Registered Notes of which registration the Issuer will be informed of by such Transfer
Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present
or surrender to the relevant Transfer Agent or the relevant Registrar the Definitive Registered Notes duly endorsed and accompanied by
a written instruction of transfer in a form satisfactory to such Transfer Agent or such Registrar duly executed by such Holder or its
attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Registered Notes does not transfer
the entire principal amount of Notes represented by any such Definitive Registered Note, the relevant Transfer Agent or the relevant
Registrar will cancel or cause to be cancelled such Definitive Registered Note and the Issuer (who has been informed of such cancellation)
shall execute and the Authenticating Agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Registered
Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).


 




    	 	43	 



    	 	 	 



    

 


Any
Definitive Registered Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive
Registered Note if the relevant Registrar receives the following:


 


(A) if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (1) thereof; and


 


(B) if
the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof.


 


(f) Legends.
The following legends will appear on the face of all Global Notes and Definitive Registered Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.


 


(1) Private
Placement Legend. Each Global Note and each Definitive Registered Note (and all Notes issued in exchange therefor or in substitution
thereof) shall bear the legend in substantially the following form:


 


“THIS
SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED
INSTITUTIONAL BUYER”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (B) IT IS NOT A “U.S.
PERSON” AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT (“REGULATION S”) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS
PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, [IN THE CASE OF REGULATION S NOTES ONLY: PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE
OF 144A NOTES ONLY: PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY)] ONLY (A) TO THE ISSUER, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO NON-U.S. PERSONS
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW
THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS, AND FURTHER SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE
THAT A CERTIFICATE OF TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”


 




    	 	44	 



    	 	 	 



    

 


A
purchaser of Notes, will also be deemed to acknowledge that the foregoing restrictions apply to holders of beneficial interests in these
Notes as well as to holders of these Notes.


 


(2) Global
Note Legend. Each Global Note will bear a legend in substantially the following form:


 


“THIS
GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE PAYING AGENT OR REGISTRAR
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE PAYING AGENT FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.”


 


(g) General
Provisions Relating to Transfers and Exchanges.


 


(1) To
permit registrations of transfers and exchanges, the Issuer will execute and an Authenticating Agent will authenticate Global Notes and
Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request.


 


(2) No
service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global
Note or a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuer may require payment of
a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed
in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.10, 3.06, 4.07 and 4.12 hereof).


 




    	 	45	 



    	 	 	 



    




 


(3) No
Transfer Agent or Registrar will be required to register the transfer of or exchange of any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(4) All
Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered
Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.


 


(5) Neither
the Registrar nor the Issuer shall be required to register the transfer into its register kept at its registered office of any Definitive
Registered Notes: (A) for a period of 15 calendar days prior to any date fixed for the redemption of such Notes; (B) for a period of
15 calendar days immediately prior to the date fixed for selection of such Notes to be redeemed in part; (C) for a period of 15 calendar
days prior to the record date with respect to any interest payment date applicable to such Notes; or (D) which the Holder has tendered
(and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Any such transfer will
be made without charge to the Holder, other than any Taxes payable in connection with such transfer or exchange.


 


(6) The
Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note
for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Issuer shall be affected by notice to the contrary.


 


(7) All
certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the Registrar pursuant to
this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile with originals to be delivered
as soon as practicable thereafter to the Trustee.


 


Section
2.07 Replacement Notes.


 





If
Definitive Registered Notes are issued and a holder thereof claims that such a Definitive Registered Note has been lost, destroyed or
wrongfully taken, or if such Definitive Registered Note is mutilated and is surrendered to the Registrar or at the office of a Transfer
Agent, the Issuer will issue and the Authenticating Agent will authenticate a replacement Definitive Registered Note if the Authenticating
Agent’s and the Issuer’s requirements are met. The Issuer or the Trustee may require a holder requesting replacement of a
Definitive Registered Note to furnish an indemnity bond sufficient in the judgment of both the Issuer and the Trustee to protect themselves
and any Paying Agent appointed pursuant to this Indenture from any loss which any of them may suffer if a Definitive Registered Note
is replaced. The Issuer may charge for any expenses incurred by it in replacing a Definitive Registered Note.


 


In
case any such mutilated, destroyed, lost or stolen Definitive Registered Note has become or is about to become due and payable, or is
about to be redeemed or purchased by the Issuer pursuant to the provisions of this Indenture, the Issuer, in its discretion, may, instead
of issuing a new Definitive Registered Note, pay, redeem or purchase such Definitive Registered Note, as the case may be.


 




    	 	46	 



    	 	 	 



    

 





Section
2.08 Outstanding Notes.


 





The
Notes outstanding at any time are all the Notes authenticated by the Authenticating Agent, except for those canceled by it or the Registrar,
those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Registrar in accordance with
the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If
a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Registrar receives proof satisfactory to it
that the replaced Note is held by a protected purchaser.


 


If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.


 


If
a Paying Agent (other than the Issuer, the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption
date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be
no longer outstanding and will cease to accrue interest.


 


Section
2.09 Acts by Holders.


 





In
determining whether the Holders of the required aggregate principal amount of the Notes have concurred in any direction, waiver or consent,
any Notes owned by the Issuer or by any Person directly or indirectly controlled, or controlled by, or under direct or indirect common
control with, the Issuer will be disregarded and deemed not to be outstanding.


 


Section
2.10 Temporary Notes.


 





Until
certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate, or cause an Authenticating Agent to authenticate, temporary Notes. Temporary Notes will be substantially in the form
of Definitive Registered Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee or the Authenticating Agent will authenticate
Definitive Registered Notes in exchange for temporary Notes.


 


Holders
of temporary Notes will be entitled to all of the benefits of this Indenture.


 


Section
2.11 Cancellation.


 





The
Issuer at any time may deliver Notes to the Paying Agent for cancellation. Each Paying Agent and any Transfer Agent will forward to the
Registrar any Notes surrendered to them for registration of transfer, exchange or payment. The Registrar or the Paying Agent (other than
the Issuer, the Company or a Subsidiary of the Company) and no one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes will be delivered to the Issuer upon request. The Issuer may not issue new
Notes to replace Notes that it has paid or that have been delivered to the Paying Agent for cancellation. For so long as the Notes are
admitted to trading on the Official List of the Exchange and the rules and regulations of the Authority so require, the Issuer undertakes
to promptly inform the Exchange of any such cancellation in accordance with such rules and regulations.


 




    	 	47	 



    	 	 	 



    

 





Section
2.12 Defaulted Interest.


 





If
the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case
at the rate provided in the Notes and in Section 4.01 hereof. The Issuer will notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special
record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer,
the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid. Notwithstanding the foregoing, if the Issuer pays the
defaulted interest prior to the date that is 30 days after the date of default in payment of interest, no special record date will be
set and payment will be made to the Holders as of the original record date. For so long as the Notes are admitted to trading on the Official
List of the Exchange and the rules and regulations of the Authority so require, the Issuer undertakes to promptly inform the Exchange
of any such special record date in accordance with such rules and regulations.


 


Section
2.13 ISIN or Common Code Number.


 





The
Issuer in issuing the Notes may use an “ISIN” or “Common Code” number and, if so, such ISIN or Common Code number
shall be included in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of the ISIN or Common Code number printed in the notice or
on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption
or exchange shall not be affected by any defect in or omission of such numbers.


 


The
Issuer will promptly notify the Trustee and the Paying Agent of any change in the ISIN or Common Code number.


 


Section
2.14 Deposit of Moneys.


 





No
later than 10:00 a.m. (London time) on the Business Day for each due date of the principal of, interest and premium (if any) on any Note
and the Stated Maturity date of the Notes, the Issuer shall deposit with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such day or date, as the case may be, in a timely manner which permits the Trustee or relevant
Paying Agent to remit payment to the Holders on such day or date, as the case may be. Subject to actual receipt of such funds as provided
by this Section 2.14 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions
of this Indenture. The Issuer shall promptly notify the Trustee and the Paying Agents of its failure to so act.


 


Section
2.15 Agents.


 





(a) Actions
of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or
joint and several.


 


(b) Agents
of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may,
by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from,
the Trustee. Prior to receiving such written notice from the Trustee, the Agents shall be the agents of the Issuer and need have no concern
for the interests of the Holders.


 


(c) Funds
held by Agents. The Agents will hold all funds as agent subject to the terms of this Indenture and as a result, such money will not
be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook
of rules and guidance from time to time in relation to client money.


 




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Section
2.16 Series of Notes.


 


(a) The
Initial Notes and, if issued, any Additional Notes will be treated as a single class for all purposes under this Indenture, including,
without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise provided for in this
Indenture; provided that, unless the Additional Notes are fungible with the original Notes for U.S. federal income tax purposes,
such Additional Notes will not be issued with the same identification number as the original Notes.


 


(b) Cancellation
and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive
Registered Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note
will be returned to or retained and canceled by the Registrar or Paying Agent in accordance with Section 2.11 hereof. At any time prior
to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Registered Notes, the principal amount of Notes
represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Paying Agent or
the relevant Registrar to reflect such reduction; and if the Book-Entry Interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a Book-Entry Interest in another Global Note, such other Global Note will be increased accordingly
and an endorsement will be made on such Global Note by the relevant Registrar or the Paying Agent to reflect such increase.


 


Article
3.

Redemption And Prepayment


 


Section
3.01 Notices to Trustee and Paying Agent.


 


If
the Issuer elects to redeem Notes pursuant to the redemption provisions of Sections 3.07 or 3.08 of this Indenture and paragraph 5 of
the Notes, it must furnish to the Trustee and the Paying Agent, at least 10 days but not more than 60 days (or such shorter period agreed
by the Trustee) before a redemption date an Officer’s Certificate setting forth:


 


(1)
the section of this Indenture pursuant to which the redemption shall occur;


 


(2)
the redemption date and the record date;


 


(3)
the principal amount of Notes to be redeemed;


 


(4)
the redemption price;


 


(5)
any conditions precedent to such redemption and whether such conditions precedent may be waived; and


 


(6)
the ISIN and Common Code numbers of the Notes, as applicable.


 


Section
3.02 Selection of Notes to Be Redeemed or Purchased.


 


(a)
If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Registrar will select the
Notes for redemption or purchase in compliance with the requirements of the principal securities exchange, if any, on which the
Notes are listed, as certified to the Registrar by the Issuer, and in compliance with the requirements of Euroclear or Clearstream,
or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through Euroclear or
Clearstream or Euroclear or Clearstream prescribes no method of selection, on a pro rata basis; provided, however,
that no Note of £100,000 in aggregate principal amount or less shall be redeemed in part and only Notes in integral multiples
of £1,000 will be redeemed. The Registrar will not be liable for any selections made by it in accordance with this Section
3.02.


 




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(b) Notices
of purchase or redemption will be given to each Holder pursuant to Sections 3.03 and 13.01.


 


(c) In
relation to Definitive Registered Notes, a new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased
or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a Global
Note, a notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.
On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall
cease to accrue on Notes or portions thereof tendered for purchase or called for redemption.


 


Section
3.03 Notice of Redemption.


 


(a) So
long as the Notes are admitted to trading on the Official List of the Exchange and the rules and regulations of the Authority so require,
any notice of redemption to the Holders of the relevant Notes shall be published to the extent and in the manner permitted by such rules
and regulations, and in addition to such publication, not less than 10 days nor more than 60 days prior to the redemption date, the Issuer
shall mail, or at the expense of the Issuer, cause to be mailed, such notice to Holders by first-class mail, postage prepaid, at their
respective addresses as they appear on the registration books of the relevant Registrar, except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12 hereof. For Notes which are represented by Global Notes, all notices may be
given to Holders by delivery of the relevant notices to Euroclear and Clearstream for distribution to Holders.


 


(b) The
notice of redemption will identify the Notes to be redeemed and corresponding ISIN or Common Code numbers, as applicable, and will state:


 


(1) the
redemption date and the record date;


 


(2) the
redemption price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;


 


(3) the
name and address of the Paying Agent(s) to which the Notes are to be surrendered for redemption;


 


(4) if
any Global Note is being redeemed in part, the portion of the principal amount of such Global Note to be redeemed and that, after the
redemption date upon surrender of such Global Note, the principal amount thereof will be decreased by the portion thereof redeemed pursuant
thereto;


 


(5) if
any Definitive Registered Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that,
after the redemption date, upon surrender of such Note, a new Definitive Registered Note or Definitive Registered Notes in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Definitive
Registered Note;


 


(6) that
Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price, plus accrued and unpaid
interest, if any, and Additional Amounts, if any;


 


(7)
any conditions precedent to such redemption and whether such conditions precedent may be waived;


 


(8) that,
subject to the satisfaction or waiver, if applicable, of any condition precedent to such redemption, unless the Issuer defaults in making
such redemption payment, interest, and Additional Amounts, if any, on Notes called for redemption ceases to accrue on and after the redemption
date;


 




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(9) the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and


 


(10) that
no representation is made as to the correctness or accuracy of the ISIN and Common Code numbers, as applicable, listed in such notice
or printed on the Notes.


 


(c) If
any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal
amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof upon cancellation
of the original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount
thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any
conditions contained therein), Notes called for redemption become due on the date fixed for redemption.


 


(d) At
the Issuer’s request and expense, the Paying Agent shall give the notice of redemption in the Issuer’s name and at its expense.
In such event, the Issuer shall provide the Paying Agent with the information required at least three Business Days before the notice
of redemption.


 


(e) Neither
the Registrar nor the Paying Agent will be liable for selection made by it as contemplated in Section 3.02.


 


Section
3.04 Effect of Notice of Redemption.


 


A
redemption or notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent
and may be given prior to the commencement of the relevant period. In addition, if such redemption or purchase is subject to the satisfaction
of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption
or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied
or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s
discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. Subject to the foregoing,
Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.


 


Section
3.05 Deposit of Redemption or Purchase Price.


 


(a) No
later than 10:00 a.m. (London time) on the date of redemption or purchase, the Issuer will deposit with the Paying Agent money sufficient
to pay the redemption or purchase price of, accrued interest, Applicable Premium, if any, and Additional Amounts, if any, on all Notes
to be redeemed or purchased on that date. The Paying Agent will promptly return to the Issuer any money deposited with the Paying Agent
by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, accrued interest and Additional Amounts,
if any, on all Notes to be redeemed or purchased.


 


(b) If
the Issuer complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest will cease to accrue
on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record
date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date and no additional interest will be payable to Holders whose
Notes will be subject to redemption by the Issuer. If any Note called for redemption or purchase is not so paid upon surrender for redemption
or purchase because of the failure of the Issuer to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from
the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal,
in each case at the rate provided in the Notes and in Section 4.01 hereof.


 




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Section
3.06 Notes Redeemed or Purchased in Part.


 


Upon
surrender of a Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Authenticating
Agent will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered; provided that any Note shall be in a minimum principal amount of £100,000 and in integral
multiples of £1,000 in excess thereof.


 


Section
3.07 Optional Redemption.


 


(a) Except
as set forth in this Section 3.07 and Section 3.08, the Notes are not redeemable at the option of the Issuer.


 


(b) At
any time and from time to time prior to June 1, 2023, the Issuer may redeem the Notes with the Net Cash Proceeds received by the Company
from any Equity Offering occurring after the Issue Date, upon not less than 10 nor more than 60 days’ prior notice to the Holders,
at a redemption price equal to 107.875% plus accrued and unpaid interest to, but not including, the applicable redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate
principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including the principal
amount of any Additional Notes); provided that;


 


(1) in
each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and


 


(2) not
less than 50% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains
outstanding immediately thereafter.


 


(c) At
any time prior to June 1, 2023, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 days’
nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium
and accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date).


 


(d) At
any time prior to June 1, 2023, the Issuer may redeem during each twelve-month period commencing on the Issue Date up to 10% of the original
aggregate principal amount of the Notes (including the principal amount of any Additional Notes) at its option, upon not less than 10
days’ nor more than 60 days’ prior notice, at a redemption price equal to 103% of the principal amount redeemed, plus accrued
and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).


 


(e) At
any time and from time to time on or after June 1, 2023, the Issuer may redeem the Notes in whole or in part, at its option, upon not
less than 10 days’ nor more than 60 days’ prior notice, at a redemption price equal to the percentage of principal amount
set forth below plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment date):


 


	 	Redemption
    Prices

	From
    June 1, 2023 to May 31, 2024	103.938%
	From
    June 1, 2024 to May 31, 2025	101.969%
	From
    June 1, 2025 and thereafter	100.000%


 




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(f) In
connection with any tender offer for the Notes including a Change of Control Offer which for the purpose of this Section 3.07(f) shall
be a “tender offer,” if Holders of Notes of not less than 90% in aggregate principal amount of the applicable outstanding
Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer
in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party
will have the right upon not less than ten nor more than 60 days’ prior notice, given not more than 30 days following such tender
offer expiration date, to redeem the Notes that remain outstanding in whole, but not in part, following such purchase at a price equal
to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer, plus, to the extent not
included in the tender offer payment, accrued and unpaid interest thereon, to, but excluding, such redemption date.


 


Section
3.08 Redemption for Taxation Reasons.


 


(a) The
Issuer may redeem the Notes in whole, but not in part, at any time upon giving not less than 10 days’ nor more than 60 days’
prior written notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the outstanding principal
amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed for redemption (a “Tax
Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result
of the redemption or otherwise, if the Issuer determines in good faith that, as a result of:


 


(1) any
change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction
(as defined below) affecting taxation; or


 


(2) any
change in or amendment to the general application or an official written position regarding the application, administration or interpretation
of such laws, treaties, regulations or rulings (including, without limitation, pursuant to a holding, judgment or order by a court of
competent jurisdiction or change in published administrative practice) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses
(1) and (2), a “Change in Tax Law”),


 


the
Payor (as defined under Section 4.17) is, or on the next interest payment date in respect of the Notes would be, required to pay any
Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer
or a Guarantor who can make such payment without the obligation to pay Additional Amounts), and such obligation cannot be avoided by
taking reasonable measures available to such Payor (including, for the avoidance of doubt, the appointment of a new Paying Agent where
this would be reasonable). Such Change in Tax Law must be announced and become effective (or, in the case of an amendment or change described
in clause (2) above, become effective or be promulgated, as applicable) on or after the Issue Date (or if the applicable Relevant Taxing
Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). Notice of redemption for taxation
reasons will be published in accordance with the procedures described under Section 3.02. Notwithstanding the foregoing, no such notice
of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obliged to make such payment
of Additional Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, such obligation
to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant
to the foregoing, the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied
and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it (including,
in the case of a Guarantor, that the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor who can
make such payment without the obligation to pay Additional Amounts) and (b) a written opinion of an independent legal or tax counsel
of recognized standing to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change
in Tax Law. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion as sufficient evidence
of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding
on the Holders.


 




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(b) Section
3.08(a) will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is
incorporated or organized and/or otherwise considered to be resident for tax purposes or any political subdivision or Governmental Authority
thereof or therein having the power to tax. Any redemption and notice described above will be subject to the receipt by any Paying Agent
of sufficient funds from a Payor to pay the full redemption price payable to Holders on or before the Tax Redemption Date.


 


Article
4.

Covenants


Section
4.01 Payment of Notes.


 


The
Issuer will pay or cause to be paid the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes on the
dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Amounts, if any,
will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds no later than 10:00
a.m. (London time) on each due date money deposited by the Issuer in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest and Additional Amounts, if any, then due and the Paying Agent is not prohibited from
paying such moneys to the Holders pursuant to the terms of this Indenture. If the Issuer, the Company or any of the Company’s Subsidiaries
acts as Paying Agent, principal of, premium on, if any, interest and Additional Amounts, if any, on the Notes, shall be considered paid
on the due date if the entity acting as Paying Agent complies with Section 2.04.


 


The
Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate
that is 1% per annum higher than the then applicable interest rate on the Notes to the extent lawful. The Issuer will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any
(without regard to any applicable grace period), at the same rate to the extent lawful.


 


Section
4.02 Reports.


 


(a) For
so long as any Notes are outstanding, the Company will provide to the Trustee the following reports:


 


(1) within
120 days after the end of the Company’s fiscal year beginning with the first fiscal year ending after the Issue Date, annual reports
containing, to the extent applicable, the following information: (a) audited consolidated balance sheets of the Company as of the end
of the two most recent fiscal years and audited consolidated statements of income and cash flow of the Company for the two most recent
fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements;
(b) unaudited pro forma income statement information and balance sheet information of the Company (which, for the avoidance of
doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together
with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of
the most recently completed fiscal year; (c) an operating and financial review of the audited financial statements, including a discussion
of the results of operations, financial condition, EBITDA, and liquidity and capital resources of the Company, and a discussion of material
commitments and contingencies and critical accounting policies; (d) a summary description of the business and material affiliate transactions;
and (e) a summary description of material recent developments (including any Board of Director changes at the Company);


 




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(2) within
60 days following the end of the first, second and third fiscal quarter in each fiscal year of the Company (starting with the fiscal
quarter ending March 31, 2021), all quarterly reports of the Company containing the following information: (a) an unaudited condensed
consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the most recent
quarter year-to-date period ending on the unaudited condensed balance sheet date, and the comparable prior year periods, together with
condensed footnote disclosure; (b) unaudited pro forma income statement information and balance sheet information (which, for
the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to the extent not reasonably available),
together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning
of the relevant quarter; (c) an operating and financial review of the unaudited financial statements, including a discussion of the results
of operations, financial condition, EBITDA and material changes in liquidity and capital resources, and a discussion of material changes
not in the ordinary course of business in commitments and contingencies since the most recent report; and (d) material recent developments
(including any Board of Director changes at the Company); and


 


(3) promptly
after the occurrence of any material acquisition, disposition, restructuring, or similar transaction or any senior executive officer
changes at the Company or change in auditors of the Company or any other material event that the Company or any of its Restricted Subsidiaries
announces publicly, a report containing a description of such event.


 


Furthermore,
within ten Business Days subsequent to the date of the publication of the reports described in Sections 4.02(a)(1) and (2), the Company
shall hold a conference call for current and prospective holders of the Notes in which at least one member of the senior management of
the Company shall participate. Any such conference call may be the same call as with the Company’s lenders or equity or other investors.
Notice of such conference calls shall be deemed a report required by Section 4.02(a)(3) and will state the date, time and dial-in number
and shall be published at least one Business Day in advance of such conference call.


 


(b) All
financial statements and pro forma financial information shall be prepared in accordance with GAAP as in effect on the date of
such report or financial statement (or otherwise on the basis of GAAP as then in effect) and on a consistent basis for the periods presented;
provided, however, that the reports set forth in Sections 4.02(a)(1), 4.02(a)(2) and 4.02(a)(3) may, in the event of a
change in applicable GAAP, present earlier periods on a basis that applied to such periods. Except as provided for in this Section 4.02,
no report need include separate financial statements for any Subsidiaries of the Company. The filing by the Company of an Annual Report
on Form 10-K within the time period specified in Section 4.02(a)(1) will satisfy such provision, and the filing by the Company of a Quarterly
Report on Form 10-Q within the time periods specified in Section 4.02(a)(2) will satisfy such provision.


 


(c) At
any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of
Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a Significant Subsidiary of the Company, then the annual
and quarterly financial information required by Sections 4.02(a)(1) and 4.02(a)(2) shall include either (i) a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the
Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries
or (ii) stand-alone audited or unaudited financial statements, as the case may be, of such Unrestricted Subsidiary or Unrestricted Subsidiaries
(as a group or otherwise) together with an unaudited reconciliation to the financial information of the Company and its Subsidiaries,
which reconciliation shall include the following items: revenues, EBITDA, net income, cash, total assets, total debt, shareholders equity,
capital expenditures and interest expense.


 




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(d) Substantially
concurrently with the issuance to the Trustee of the reports specified in Sections 4.02(a)(1), 4.01(a)(2) and 4.01(a)(3), the Company
shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by
the Company and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such reports (as determined by
the Company in good faith) or (b) to the extent the Company determines in good faith that it cannot make such reports available in the
manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish
such reports to the Holders and, upon request, prospective purchasers of the Notes. The Company will also make available copies of all
reports required by Sections 4.02(a)(1) through 4.02(a)(3), if and for so long as the Notes are admitted to trading on the Official List
of the Exchange and the rules and regulations of the Authority so require, to the extent and in the manner permitted by such rules and
regulations. The Company will be taken to have delivered reports hereunder and otherwise complied with the requirements to disseminate
reports if such reports are available on the SEC’s Electronic Data Gathering Analysis and Retrieval system or any successor system.


 


(e) In
addition, so long as the Notes remain outstanding and during any period during which the Company is not subject to Section 13 or 15(d)
of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Company shall furnish to the Holders and, upon their request,
prospective purchasers of the Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(f) Delivery
of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of any such reports
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the
Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to
monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance
with the covenants described herein or with respect to any reports or other documents filed under this Indenture.


 


Section
4.03 Compliance Certificate; Notice of Defaults.


 


(a) The
Issuer shall to deliver to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December
31, 2021, an Officer’s Certificate indicating whether the signers thereof knows of any Default that occurred during the previous
year.


 


(b) The
Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it is aware which
would constitute a Default or an Event of Default hereunder, their status and what action the Issuer is taking or proposes to take in
respect thereof.


 




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Section
4.04Limitation on Restricted Payments.


 


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


 


(1) declare
or pay any dividend or make any other payment or distribution on or in respect of the Company’s or any Restricted Subsidiary’s
Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)
except:


 


(A) dividends
or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase
such Capital Stock of the Company or in Deeply Subordinated Debt; and


 


(B) dividends
or distributions by a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution,
to holders of its Capital Stock other than the Company or another Restricted Subsidiary so such holders receive no more than their pro
rata share of such dividend or distribution);


 


(2) purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company or any direct or indirect shareholder of the Company held
by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified
Stock));


 


(3) make
any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than (a) any such payment, purchase, repurchase,
redemption, defeasance or other acquisition or retirement or in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition
or retirement and (b) any Indebtedness Incurred pursuant to Section 4.06(b)(3));


 


(4) make
any payment (other than by capitalization of interest or payment in the form of additional Deeply Subordinated Debt) on or with respect
to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, any Deeply Subordinated Debt; or


 


(5) make
any Restricted Investment in any Person;


 


(any
such dividend, distribution, payment, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment
referred to in clauses (1) through (5) are referred to herein as a “Restricted Payment”), if at the time the Company
or such Restricted Subsidiary makes such Restricted Payment:


 


(A) a
Default shall have occurred and be continuing (or would result immediately thereafter therefrom);


 


(B) the
Company is not able to Incur an additional £1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.06(a)(1) after giving effect, on a pro forma basis, to such Restricted Payment; or


 


(C) the
aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or
rescinded) (including Permitted Payments permitted by Sections 4.04(b)(5) (without duplication of amounts paid pursuant to any other
clause of Section 4.04(b)), 4.04(b)(6), 4.04(b)(9) and 4.04(b)(11), but excluding all other Restricted Payments permitted by Section
4.04(b)) would exceed the sum of (without duplication):


 


(i) 50%
of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal year commencing immediately
after the Issue Date, to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal
consolidated financial statements of the Company are available (or, in the case such Consolidated Net Income is a deficit, minus 100%
of such deficit);


 




    	 	57	 



    	 	 	 



    

 


(ii) 100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company
from the issue or sale of its Capital Stock (other than Disqualified Stock) or Deeply Subordinated Debt subsequent to the Issue Date
or otherwise contributed to the equity (other than through the issuance of Disqualified Stock) of the Company subsequent to the Issue
Date (other than (x) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital
Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company
for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (y) Net Cash Proceeds or property
or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section
4.04(b)(6) and (z) Net Cash Proceeds from Excluded Contributions);


 


(iii) 100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company
or any Restricted Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidiary or an employee stock ownership
plan or trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the
Company or any Restricted Subsidiary) by the Company or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness that
has been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock) or Deeply Subordinated Debt (plus
the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted
Subsidiary upon such conversion or exchange) but excluding (x) Net Cash Proceeds to the extent that any Restricted Payment has been made
from such proceeds in reliance on Section 4.04(b)(6) and (y) Excluded Contributions;


 


(iv) an
amount equal to:


 


(A) 100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company
or any Restricted Subsidiary in connection with any repurchases, redemptions or other acquisitions or
retirements of any such Restricted Investment, proceeds realized upon the sale or other disposition to a Person other than the Company
or a Restricted Subsidiary of any such Restricted Investment, repayments of loans or advances or other
transfers of assets (including by way of dividend, distribution, interest payments or returns of capital) to the Company or
any Restricted Subsidiary; 


 


(B) 100%
of the fair market value of the Investment in an Unrestricted Subsidiary as of the date such entity becomes a Restricted Subsidiary (valued
as provided in the definition of “Investment”) upon the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary
or its merger, consolidation, amalgamation with or into, or liquidation into, the Company
or a Restricted Subsidiary; and


 




    	 	58	 



    	 	 	 



    

 


(C) 100%
of the fair market value of property or assets received by the Company
or any Restricted Subsidiary upon the transfer or conveyance of substantially all the assets of an Unrestricted
Subsidiary to the Company or a Restricted Subsidiary,


 


which
amount, in each case under this clause (C)(iv), constituted a Restricted Payment made after the Issue Date; provided, however,
that no amount will be included in Consolidated Net Income for purposes of the preceding clause (C)(i) to the extent that it is (at the
Company’s option) included under this clause (C)(iv); and


 


(v) 100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or of marketable securities received by the Company
or any of its Restricted Subsidiaries in connection with:


 


(A) the
sale or other disposition (other than to the Company
or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company
or any Subsidiary of the Company for the benefit of its employees
to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock of an Unrestricted
Subsidiary of the Company; and


 


(B) any
dividend or distribution made by an Unrestricted Subsidiary to the Company
or a Restricted Subsidiary;


 


provided,
however, that no amount will be included in Consolidated Net Income for purposes of the preceding clause (C)(i) to the extent
that it is (at the Company’s option) included under this clause (C)(v).


 


(b) The
provisions of Section 4.04(a) will not prohibit any of the following (collectively, “Permitted Payments”):


 


(1) any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock, Deeply Subordinated
Debt or Subordinated Indebtedness made by 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 out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock), Deeply Subordinated Debt or a substantially concurrent
contribution to the equity (other than through the issuance of Disqualified Stock or through an Excluded Contribution) of the Company;
provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or
of marketable securities, from such sale of Capital Stock or such contribution will be excluded from Section 4.04(a)(C)(ii) and will
not be considered Excluded Contributions;


 


(2) any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made in exchange for, or
out of the proceeds of the substantially concurrent Incurrence of (other than to a Subsidiary), Refinancing Indebtedness or other Subordinated
Indebtedness permitted to be Incurred pursuant to Section 4.06;


 


(3) any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted
Subsidiary made in exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or a
Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.06, and that in each
case, constitutes Refinancing Indebtedness;


 




    	 	59	 



    	 	 	 



    

 


(4) any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness:


 


(A) (i) from Net Available Cash to the extent permitted under Section 4.07, but only if the Company shall have first complied with the terms
of Section 4.07 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing,
repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not
greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest;


 


(B) to
the extent required by the agreement governing such Subordinated Indebtedness, following the occurrence of a Change of Control (or other
similar event described therein as a “change of control”), but only (i) if the Company shall have first complied with Section
4.12 and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing,
redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not greater than
101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest; or


 


(C) (i) consisting of Acquired Indebtedness (other than Indebtedness Incurred (x) to provide all or any portion of the funds utilized to consummate
the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired
by the Company or a Restricted Subsidiary or (y) otherwise in connection with or contemplation of such acquisition) and (ii) at a purchase
price not greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest and any premium
required by the terms of any Acquired Indebtedness;


 


(5) any
dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this
Section 4.04;


 


(6) the
purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Capital Stock of the Company
(including any options, warrants or other rights in respect thereof) and loans, advances, payments, dividends or distributions by the
Company, or payments to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of the Company
(including any options, warrants or other rights in respect thereof) to purchase, repurchase, redeem, defease or otherwise acquire, cancel
or retire for value Capital Stock of the Company (including any options, warrants or other rights in respect thereof), in each case from
Management Investors; provided that such payments, loans, advances, dividends or distributions do not exceed an amount (net of
repayments of any such loans or advances) equal to (x) £2.0 million plus (y) £1.0 million per calendar year (with unused
amounts in any calendar year being carried over to the succeeding calendar year) plus (z) the Net Cash Proceeds received by the Company
or its Restricted Subsidiaries since the Issue Date (including through receipt of proceeds from the issuance or sale of its Capital Stock)
from, or as a contribution to the equity (in each case under this clause (6), other than through the issuance of Disqualified Stock)
of the Company from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in
respect thereof), to the extent such Net Cash Proceeds have not otherwise been designated as Excluded Contributions and are not included
in any calculation under Section 4.04(a)(C)(ii);


 


(7) the
declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted
Subsidiary, Incurred in accordance with the terms of Section 4.06;


 




    	 	60	 



    	 	 	 



    

 


(8) purchases,
repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock
options, warrants or other rights in respect thereof if such Capital Stock represents all or a portion of the exercise price thereof;


 


(9) other
payments by the Company or any Restricted Subsidiary in amounts equal to (without duplication): amounts constituting or to be used for
purposes of making payments (i) of fees and expenses Incurred in connection with the Refinancing or disclosed in the Offering Memorandum
under the caption “Use of Proceeds” or (ii) to the extent specified in Sections 4.08(b)(2), 4.08(b)(3), 4.08(b)(5),
4.08(b)(7) and 4.08(b)(11);


 


(10) (i)
the repurchase or redemption of warrants to purchase common stock of the Company outstanding on the Issue Date at a price no greater
than $0.01 per warrant; and (ii) the purchase, redemption, acquisition cancellation or other retirement for nominal value per right of
common stock or Preferred Stock purchase rights in any stockholder rights purchase plan that may be adopted by the Company;


 


(11) so
long as no Default or Event of Default has occurred and is continuing (or would result from), (i) Restricted Payments in an aggregate
amount outstanding at any time not to exceed the greater of (x) £20.0 million and (y) 33.0% of Consolidated EBITDA, and (ii) any
Restricted Payment if the Consolidated Net Leverage Ratio would not exceed 2.25 to 1.0 on a pro forma basis after giving effect
to any such Restricted Payment;


 


(12) payments
by the Company to holders of Capital Stock of the Company in lieu of the issuance of fractional shares of such Capital Stock; provided,
however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation
of this Section 4.04 or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined
in good faith by the Board of Directors);


 


(13) Investments
in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non-cash
Excluded Contributions, or Investments to the extent made in exchange for or using as consideration Investments previously made under
this Section 4.04(b)(13);


 


(14) the
making of any payments and any reimbursements as described in the section “Use of Proceeds” in the Offering Memorandum
on or about the Issue Date;


 


(15) dividends
or other distributions of Capital Stock of Unrestricted Subsidiaries; and


 


(16) payment
of any Receivables Fees and purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Qualified
Receivables Financing.


 


(c) For
purposes of determining compliance with this Section 4.04, in the event that a Restricted Payment or Investment (or portion thereof)
meets the criteria of more than one of the categories of Permitted Payments described in Sections 4.04(b)(1) through (16) above, or is
permitted pursuant to Section 4.06(a) or constitutes a Permitted Investment, the Company will be entitled to classify such Restricted
Payment or Investment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing on the date
of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this covenant,
including as a Permitted Investment and into one or more clauses or provisions.


 


(d) The
amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s)
or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to
such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of
any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith.


 




    	 	61	 



    	 	 	 



    

 


Section
4.05 Limitation on Restrictions on Distributions from Restricted Subsidiaries.


 


(a) The
Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 


(1) pay
dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed
to the Company or any Restricted Subsidiary;


 


(2) make
any loans or advances to the Company or any Restricted Subsidiary; or


 


(3) sell,
lease or transfer any of its property or assets to the Company or any Restricted Subsidiary,


 


provided
that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating
distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans
or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary
shall not be deemed to constitute such an encumbrance or restriction.


 


(b) The
provisions of Section 4.05(a) will not prohibit:


 


(1) any
encumbrance or restriction pursuant to (a) any Credit Facility or (b) any other agreement or instrument, in each case, in effect at or
entered into on the Issue Date;


 


(2) any
encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person,
entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the
Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed
by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred
as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise
combined with or into the Company or any Restricted Subsidiary entered into or in connection with such transaction) and outstanding on
such date; provided that, for the purposes of this clause (2), if another Person is the Successor Person, any Subsidiary thereof
or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted
Subsidiary when such Person becomes the Successor Person;


 


(3) any
encumbrance or restriction:


 


(A) that
restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or
similar contract, or the assignment or transfer of any lease, license or other contract;


 


(B) contained
in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or
a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property
or assets subject to such mortgages, pledges, charges or other security agreements; or


 




    	 	62	 



    	 	 	 



    

 


(C) pursuant
to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company
or any Restricted Subsidiary;


 


(4) any
encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in
each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint
venture agreement that imposes restrictions on the transfer of the assets of the joint venture;


 


(5) any
encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement
entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;


 


(6) customary
provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course
of business;


 


(7) encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory
authority, including pursuant to the terms of any license, concession, authorization, franchise, permit or similar arrangement;


 


(8) any
encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary
course of business;


 


(9) any
encumbrance or restriction pursuant to Currency Agreements or Interest Rate Agreements;


 


(10) any
encumbrance or restriction arising pursuant to an agreement or instrument (x) relating to any Indebtedness permitted to be Incurred subsequent
to the Issue Date pursuant to the provisions of Section 4.06 (other than any refinancing Indebtedness which is subject to Section 4.05(b)(13)
below) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable
to the Holders than (i) the encumbrances and restrictions contained in the Revolving Credit Facility and the Intercreditor Agreement,
together with the Security Documents associated therewith as in effect on the Issue Date or (ii) is customary in comparable financings
(as determined in good faith by the Company) or where the Company determines when such Indebtedness is Incurred that such encumbrances
or restrictions will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments
on the Notes (as determined in good faith by a responsible financial or chief accounting officer of the Company), or (y) constituting
an Additional Intercreditor Agreement;


 


(11) any
encumbrance or restriction existing by reason of any lien permitted under Section 4.09 and the Intercreditor Agreement or any Additional
Intercreditor Agreement;


 


(12) restrictions
effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Board of Directors of the
Company, are necessary or advisable to effect such Qualified Receivables Financing; or


 


(13) any
agreement, encumbrance or restriction that extends, renews, refinances or replaces any encumbrance or restriction referred to in Sections
4.05(b)(1) through 4.05(b)(12) above or this Section 4.05(b)(13) or contained in any amendment, supplement or other modification to an
agreement referred to in Sections 4.05(b)(1) through 4.05(b)(12) above or this Section 4.05(b)(13); provided, however,
that such encumbrances and restrictions contained in any such agreement, encumbrance or restriction are no less favorable in any material
respect to the Holders taken as a whole than the encumbrances and restrictions so extended, refinanced, replaced, amended, supplemented
or modified, or will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments
on the Notes (as determined in good faith by a responsible financial or chief accounting officer of the Company).


 




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Section
4.06 Limitation on Indebtedness.


 


(a) The
Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness);
provided, however, that:


 


(1) the
Company and any Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect
thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Company and its Restricted
Subsidiaries is at least 2.0 to 1.0; and


 


(2) to
the extent that the Indebtedness is Secured Indebtedness, the Company and any Restricted Subsidiary may Incur such Secured Indebtedness
if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds
therefrom), the Consolidated Senior Secured Net Leverage Ratio for the Company and its Restricted Subsidiaries would have been no greater
than 3.5 to 1.0.


 


(b) Section
4.06(a) will not prohibit the Incurrence of the following Indebtedness:


 


(1) Indebtedness
Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any Credit
Facility), and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding
(i) the greater of (x) £20.0 million and (y) 33.0% of Consolidated EBITDA (measured at the time of incurrence), plus (ii) in the
case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses Incurred in connection with such refinancing;


 


(2) (A) Guarantees
by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary, in each case, so long as the
Incurrence of such Indebtedness is permitted under the terms of this Indenture (other than pursuant to this Section 4.06(b)(2)); provided
that, if the Indebtedness being guaranteed is subordinated in right of payment to the Notes or a Note Guarantee, then the guarantee
must be subordinated in right of payment to the same extent as the Indebtedness guaranteed; or


 


(B) without
limiting Section 4.09, Indebtedness arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the
Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture (other
than pursuant to this Section 4.06(b)(2));


 


(3) Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company
or any Restricted Subsidiary (including the Proceeds Loan); provided, however, that:


 


(A) 


 


(i) 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 Restricted Subsidiary; and


 




    	 	64	 



    	 	 	 



    

 


(ii) any
sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary,


 


shall
be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Section 4.06(b)(3) by the Company or
such Restricted Subsidiary, as the case may be; and


 


(B) if
the Issuer or a Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must
be unsecured and (i) except in respect of the intercompany current liabilities Incurred in the ordinary course of business in connection
with cash management positions of the Company and its Restricted Subsidiaries, (ii) only to the extent legally permitted, and (iii) except
as otherwise permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement, expressly subordinated to the prior
payment in full in cash of all obligations with respect to the Notes or the relevant Note Guarantee, as applicable;


 


(4) Indebtedness
represented by (A) the Notes (other than any Additional Notes), (B) any Indebtedness of the Company or any of its Restricted Subsidiaries
(other than Indebtedness described in Sections 4.06(b)(1), 4.06(b)(3) and 4.06(b)(4)(A)) outstanding on the Issue Date after completion
of the Refinancing, (C) Refinancing Indebtedness Incurred in respect of any Indebtedness described in Sections 4.06(b)(4)(A), 4.06(b)(4)(B),
4.06(b)(4)(C) or 4.06(b)(5) or Incurred pursuant to Section 4.06(a), and (E) Management Advances;


 


(5) Indebtedness
outstanding on the date on which any Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined
with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any Restricted Subsidiary
or Indebtedness of any Person incurred to provide all or any portion of the funds used to consummate such transaction or series of related
transactions; provided, however, with respect to this clause (5), that at the time of the acquisition or other transaction
pursuant to which such Indebtedness was deemed to be Incurred (i)(x) the Company would have been able to Incur £1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a)(1), after giving pro forma effect to
the Incurrence of such Indebtedness pursuant to this Section 4.06(b)(5) or (y) on a pro forma basis, the Fixed Charge Coverage
Ratio of the Company would not be less than it was immediately prior to such acquisition or other transaction pursuant to which Indebtedness
was Incurred under this Section 4.06(b)(5) and (ii) if such Indebtedness is Secured Indebtedness, (x) the Company would have been permitted
to Incur £1.00 of additional Indebtedness pursuant to Section 4.06(a)(2) or (y) on a pro forma basis, the Consolidated Senior
Secured Net Leverage Ratio would not be greater than it was immediately prior to such acquisition or other transaction


 


(6) Indebtedness
under Currency Agreements and Interest Rate Agreements entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries
and not for speculative purposes (as determined in good faith by a responsible financial or chief accounting officer of the Company);


 


(7) Indebtedness
represented by Capitalized Lease Obligations or Purchase Money Obligations Incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property, plan or equipment used in the business of the Company or a Restricted
Subsidiary or Indebtedness otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or
improvement of property (real or personal) or equipment that is used or useful in the business of the Company or a Restricted Subsidiary,
whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and in each case any Refinancing
Indebtedness in respect thereof, in an aggregate outstanding principal amount that, when taken together with the principal amount of
all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed at any time outstanding the greater
of (x) £10.0 million and (y) 17.0% of Consolidated EBITDA (measured at the time of incurrence);


 




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(8) Indebtedness
in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance
payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and
warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary
course of business or in respect of any governmental requirement, (b) letters of credit, bankers’ acceptances, guarantees or other
similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or in
respect of any governmental requirement; provided, however, that upon the drawing of such letters of credit or similar
instruments, the obligations are reimbursed within 30 days following such drawing, (c) the financing of insurance premiums in the ordinary
course of business and (d) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course
of business;


 


(9) Indebtedness
arising from agreements providing for customary guarantees, indemnification, obligations in respect of earn-outs or other adjustments
of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition
of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person
acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided
that in the case of a disposition, the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness
shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without
giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with
such disposition;


 


(10) (A) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business
Days of Incurrence;


 


(B) customer
deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of
business;


 


(C) Indebtedness
owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business
of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking
arrangements to manage cash balances of the Company and its Restricted Subsidiaries; and


 


(D) Indebtedness
incurred by the Company or a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange, in each case
incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse basis;


 


(11) Indebtedness
in an aggregate outstanding principal amount that, when taken together with the aggregate principal amount of all other Indebtedness
Incurred pursuant to this Section 4.06(b)(11) and then outstanding, will not exceed the greater of (x) £20.0 million and (y) 33.5%
of Consolidated EBITDA (measured at the time of incurrence);


 




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(12) Indebtedness
in an aggregate outstanding principal amount that, when taken together with the principal amount of all other Indebtedness Incurred pursuant
to this Section 4.06(b)(12) (including any Refinancing Indebtedness in respect thereof) and then outstanding, will not exceed 100% of
the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Deeply Subordinated
Debt or its Capital Stock (other than Disqualified Stock or an Excluded Contribution) or otherwise contributed to the equity (other than
through the issuance of Disqualified Stock or an Excluded Contribution) of the Company, in each case, subsequent to the Issue Date; provided,
however, that (i) any such Net Cash Proceeds that are so received or contributed shall be excluded for purposes of making Restricted
Payments under Sections 4.04(a), 4.04(b)(1) and 4.04(b)(6) to the extent the Company and the Restricted Subsidiaries incur Indebtedness
in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness
pursuant to this Section 4.06(b)(12) to the extent the Company or any of its Restricted Subsidiaries makes a Restricted Payment under
Sections 4.04(a), 4.04(b)(1) and 4.04(b)(6)(z) in reliance thereon; and


 


(13) Indebtedness
Incurred by a Receivables Subsidiary in a Qualified Receivables Financing.


 


(c) Notwithstanding
the foregoing, the aggregate principal amount of any Priority Indebtedness at any time outstanding will not exceed the greater of (x)
£10.0 million and (y) 17.0% of Consolidated EBITDA (measured at the time of incurrence).


 


(d) Neither
the Issuer nor any Guarantor will incur any Indebtedness (including pursuant to Section 4.06(b)) that is contractually subordinated in
right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated
in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by
virtue of being unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority
basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness.


 


(e) For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and
in compliance with, this Section 4.06:


 


(1) in
the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Sections 4.06(a) and 4.06(b),
the Company, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required
to include the amount and type of such Indebtedness in one of the clauses of Section 4.06(b) or Section 4.06(a);


 


(2) any
Indebtedness Incurred under the Revolving Credit Facility on the Issue Date shall be deemed initially incurred under Section 4.06(b)(1)
and may not be reclassified;


 


(3) except
as provided in Section 4.06(e)(4), Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other
similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount
of Indebtedness shall not be included;


 


(4) if
obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit
Facility and are being treated as Incurred pursuant to Sections 4.06(b)(1), 4.06(b)(7), 4.06(b)(11) or 4.06(b)(12) or Section 4.06(a)
and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness
shall not be included;


 


(5) the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary,
will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or
repurchase premium) or the liquidation preference thereof; and


 




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(6) Indebtedness
permitted by this Section 4.06 need not be permitted solely by reference to one provision permitting such Indebtedness but may be divided
and permitted in part by one such provision and in part by one or more other provisions of this Section 4.06 permitting such Indebtedness.


 


(f) Accrual
of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment
of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified
Stock, the obligation to pay a premium in connection with a notice of redemption or the making of a mandatory offer or the reclassification
of commitments or obligations not treated as Indebtedness due to a change in GAAP will not be deemed to be an Incurrence of Indebtedness
for purposes of this Section 4.06.


 


(g) If
at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred
by a Restricted Subsidiary as of such date.


 


(h) For
purposes of determining compliance with any pounds sterling-denominated restriction on the Incurrence of Indebtedness, the Sterling Equivalent
of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate
in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or, at the option of the Company, first committed,
in the case of Indebtedness Incurred under a revolving credit facility; provided that (1) if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a currency other than pounds sterling, and such refinancing would cause the applicable pounds
sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,
such pounds sterling-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (2) the Sterling Equivalent of the aggregate
principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate
in effect on the Issue Date; and (3) to the extent any such Indebtedness is subject to a Currency Agreement with respect to the currency
in which such Indebtedness is denominated covering principal on such Indebtedness, the amount of such Indebtedness subject to the Currency
Agreement will be calculated taking into account the effect of such Currency Agreement.


 


(i) Notwithstanding
any other provision of this Section 4.06, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant
to this Section 4.06 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal
amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness
is denominated that is in effect on the date of such refinancing.


 


Section
4.07 Limitation on Sales of Assets and Subsidiary Stock.


 


(a) The
Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:


 


(1) the
Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value
to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors
of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition
is a Permitted Asset Swap);


 




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(2) in
any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset
Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other
Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such
Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Temporary Cash Investments; and


 


(3) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as
the case may be:


 


(A) to
the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness of the
Company or a Restricted Subsidiary), (i) to prepay, repay or purchase any Indebtedness of a non-Guarantor Restricted Subsidiary (other
than the Issuer) or Indebtedness that is secured by assets that do not constitute Collateral (in each case, other than Subordinated Indebtedness
of the Issuer or a Guarantor or Indebtedness owed to the Company or any Restricted Subsidiary) or Indebtedness that is secured by a Lien
on the Collateral, which Lien ranks pari passu with or senior to the Liens securing the Notes and any Note Guarantees, under Section
4.06(b)(1) (or any Refinancing Indebtedness in respect thereof); provided, however, that in connection with any prepayment,
repayment or purchase of Indebtedness pursuant to this clause (a)(i), the Company or such Restricted Subsidiary will retire such Indebtedness;
or (ii) unless included in (a)(i), to redeem, prepay, repay or purchase Notes (any such purchase of Notes may be conducted through open
market transactions, negotiated transactions, one or more tender offers (which may include associated exit consents) or conducted through
any other means) or Pari Passu Indebtedness that is secured in whole or in part by a Lien on the Collateral which Lien ranks pari
passu with the Liens securing the Notes and any Note Guarantees, in each case of (i) and (ii), within 365 days from the later of
(A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; or


 


(B) to
the extent the Company or such Restricted Subsidiary elects to make a capital expenditure or invest in or commit to invest in Additional
Assets (including by means of an investment in Additional Assets by the Company or a Restricted Subsidiary with Net Available Cash received
by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition and (ii) the
receipt of such Net Available Cash; provided, however, that any such capital expenditure or reinvestment in Additional
Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed
or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day,


 


(or
any combination of the foregoing); provided that pending the final application of any such Net Available Cash in accordance with
clause (A) or clause (B) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such
Net Available Cash in any manner not prohibited by this Indenture.


 


(b) Any
Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section
4.07(a) will be deemed to constitute “Excess Proceeds” under this Indenture. On the 366th day after an Asset Disposition,
or at such earlier date that the Issuer elects, if the aggregate amount of Excess Proceeds under this Indenture exceeds £5.0 million,
the Issuer will be required within 30 days thereof to make an offer (“Asset Disposition Offer”) to all Holders of
Notes, and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase, prepay or redeem
the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that
may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to (and, in the case of any
such Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Notes and 100% of the principal amount
of such Pari Passu Indebtedness, as applicable (or, if issued with original issue discount, the accreted value of the Notes or such Pari
Passu Indebtedness, as applicable), plus, in each case, accrued and unpaid interest, if any, to, but not including, the date of purchase,
in accordance with the procedures set forth in the Revolving Credit Facility and this Indenture or the agreements governing such Pari
Passu Indebtedness, as applicable, and in the case of the Notes, in minimum denominations of £100,000 and in integral multiples
of £1,000 in excess thereof.


 




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(c) To
the extent that the aggregate amount of the Notes and any such Pari Passu Indebtedness so validly tendered and not properly withdrawn
pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general
corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of the Notes surrendered
in any Asset Disposition Offer by Holders and such other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds
the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on
a pro rata basis on the basis of the aggregate principal amount of tendered Notes and such Pari Passu Indebtedness. For the purposes
of calculating the aggregate principal amount of any such Indebtedness not denominated in pounds sterling, such Indebtedness shall be
calculated by converting any such aggregate principal amounts into their Sterling Equivalent determined as of a date selected by the
Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of any Asset Disposition Offer, the amount
of Excess Proceeds shall be reset at zero.


 


(d) To
the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than pounds sterling,
the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in the currency in which such Notes are
denominated that is actually received by the Issuer upon converting such portion into such currency.


 


(e) The
Asset Disposition Offer, in so far as it relates to the Notes, will remain open for a period of not less than 20 Business Days following
its commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of
the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the aggregate
principal amount of Notes and, to the extent it elects, Pari Passu Indebtedness required to be purchased pursuant to this Section 4.07
(the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered,
all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer.


 


(f) On
or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis
to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and such Pari Passu
Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition
Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not
properly withdrawn and, in the case of the Notes, in minimum denominations of £100,000 and in integral multiples of £1,000
in excess thereof.


 


(g) The
Issuer will deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment
by the Issuer in accordance with the terms of this Section 4.07. The Issuer or the Paying Agent, as the case may be, will promptly (but
in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering
Holder of Notes an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder, and
accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note (or amend the applicable Global Note), and the Trustee
(or an authenticating agent), upon delivery of an Officer’s Certificate from the Issuer, will authenticate and mail or deliver
(or cause to be transferred by book entry) such new Note to such Holder, in an aggregate principal amount equal to any unpurchased portion
of the Note surrendered; provided that each such new Note will be in an aggregate principal amount with a minimum denomination
of £100,000 and in integral multiples of £1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered
(or transferred by book entry) by the Issuer to the Holder thereof.


 




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(h)
For the purposes of Section 4.07(a)(2), the following will be deemed to be cash:


 


(1)
the assumption by the transferee of Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than Subordinated Indebtedness
of the Company or a Restricted Subsidiary) and the release of the Company or such Restricted Subsidiary from, or its indemnification
against, all liability on such Indebtedness in connection with such Asset Disposition;


 


(2)
securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by
the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;


 


(3)
Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent
that the Company and each other Restricted Subsidiary are released from, or indemnified against any liability under, any Guarantee of
payment of such Indebtedness in connection with such Asset Disposition;


 


(4)
consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (other than Subordinated Indebtedness) received
after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and


 


(5)
any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate
fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.07 that is at
that time outstanding, not to exceed £10.0 million (with the fair market value of each item of Designated Non-Cash Consideration
being measured at the time received and without giving effect to subsequent changes in value).


 


(i)
The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes pursuant
to this Indenture. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions
of this Section 4.07, the Issuer will comply with the applicable securities laws and regulations (or exchange rules) and will not be
deemed to have breached its obligations under this Indenture by virtue of any conflict.


 


Section
4.08 Limitation on Affiliate Transactions.


 





(a)
The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction
or series of transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service by the Company
or any Restricted Subsidiary) with any Affiliate of the Company (any such transaction or series of transactions being an “Affiliate
Transaction”) involving aggregate value in excess of £1.0 million unless:


 


(1)
the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of
the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate;


 




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(2)
in the event such Affiliate Transaction involves an aggregate value in excess of £5.0 million, the terms of such transaction or
series of transactions have been approved by the Board of Directors, resolving that such transaction complies with Section 4.08(a)(1);
and


 


(3)
in the event such Affiliate Transaction involves an aggregate consideration in excess of £15.0 million, the Company has received
a written opinion from an Independent Financial Advisor that such Affiliate Transaction is fair, from a financial standpoint, to the
Company and the Restricted Subsidiaries or that the terms are not materially less favorable than those that could reasonably have been
obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.


 


(b)
The provisions of Section 4.08(a) will not apply to:


 


(1)
any Restricted Payment permitted to be made pursuant to Section 4.04, any Permitted Payments (other than pursuant to Section 4.04(b)(9)(ii))
or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b), (2), (11) and (14) of the definition thereof);


 


(2)
any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of, or entering into, amendment to (including amendments, extensions or
reductions in exercise price and exercise period), or maintenance of, any employment, consulting, collective bargaining or benefit plan,
program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or
other rights to purchase Capital Stock of the Company or any Restricted Subsidiary, restricted stock plans, long-term incentive plans,
stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health,
insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided
on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Company, in each case in the ordinary
course of business;


 


(3)
any Management Advances and any waiver or transaction with respect thereto;


 


(4)
any transaction between or among the Company and any Restricted Subsidiary, or between or among Restricted Subsidiaries;


 


(5)
the payment of reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies)
and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Company or any
Restricted Subsidiary (whether directly or indirectly and including through any Person owned or controlled by any of such directors,
officers or employees);


 


(6)
the Refinancing and the entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms
of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as
of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced
from time to time in accordance with the other terms of this Section 4.08 or to the extent not more disadvantageous to the Holders in
any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any
Public Offering; provided that such performance does not involve the payment of fees or commissions to Affiliates and does not
involve the payment of underwriting fees, commissions or discounts on behalf of shares sold by Affiliates;


 


(7)
execution, delivery and performance of any Tax Sharing Agreement, any arrangement pursuant to which the Company or any of the Restricted
Subsidiaries is required or permitted to file a consolidated tax return, or the formation and maintenance of any consolidated group for
tax, accounting or cash pooling or management purposes in the ordinary course of business;


 




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(8)
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of
business, which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors
or the Senior Management of the Company or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could
reasonably have been obtained at such time from an unaffiliated party;


 


(9)
any transaction in the ordinary course of business between or among the Company or any Restricted Subsidiary and any Affiliate of the
Company that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest
in or otherwise controls such Affiliate;


 


(10)
issuances or sales of Capital Stock (other than Disqualified Stock) of the Company or options, warrants or other rights to acquire such
Capital Stock or Deeply Subordinated Debt; provided that (a) the interest rate and other financial terms of such Deeply Subordinated
Debt are approved by a majority of the members of the Board of Directors of the Company in their reasonable determination and (b) any
amendment, waiver or other transaction with respect to any Deeply Subordinated Debt is in compliance with the other provisions of this
Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement;


 


(11)
any transaction effected as part of a Qualified Receivables Financing;


 


(12)
any agreement between any Person and any Affiliate of the Company existing at the time such Person is acquired by or merged into the
Company or any Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or
merger (other than to effect such acquisition or merger) and any amendment thereto, so long as any such amendment is not disadvantageous
to the Holders in the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable
agreement as in effect on the date of such acquisition or merger;


 


(13)
any agreement that provides customary registration rights to the holders of Capital Stock of the Company and the performance of such
agreements;


 


(14)
any agreement, instrument or arrangement as in effect as of the Issue Date or any transaction contemplated thereby, or any amendment
thereto (so long as any such amendment is not materially adverse to the Holders when taken as a whole as compared to the applicable agreement
as in effect on the Issue Date as determined by the Board of Directors of the Company in good faith);


 


(15)
transactions with Affiliates solely in their capacity as holders of Indebtedness, Capital Stock of the Company or any Restricted Subsidiary
or Deeply Subordinated Debt, or as an underwriter, placement agent, initial purchaser, arranger or other potential provider or arranger
of Indebtedness, so long as such transaction is with all holders or Persons of such class (and there are one or more significant non-Affiliates
in such class) and such Affiliates are treated no more favorably than non-Affiliates of such class; and


 


(16)
payments by the Company or any of its Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services
or in respect of other investment banking activities, acquisitions, divestitures or investments, which payments are approved by the Board
of Directors of the Company in good faith.


 




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Section
4.09 Limitation on Liens.


 





(a)
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any
Lien upon any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned on the Issue Date or acquired
after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (such Lien, the
“Initial Lien”), except (1) in the case of any property or asset that does not constitute Collateral, (A) Permitted Liens
or (B) Liens on property or assets that are not Permitted Liens if the Notes and this Indenture (or any Note Guarantee in the case of
Liens of a Guarantor) are secured equally and ratably with, or prior to, the Indebtedness secured by such Initial Lien for so long as
such Indebtedness is so secured, and (2) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.


 


(b)
Any such Lien created pursuant to Section 4.09(a)(1)(B) will be released and discharged upon (i) the release and discharge of the Initial
Lien to which it relates, and (ii) otherwise in accordance with Section 10.05.


 


Section
4.10 Impairment of Security Interest.


 





(a)
The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result
of materially impairing the security interest with respect to the Collateral (it being understood that, subject to the proviso below,
the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect
to the Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary
to, grant to any Person other than the Trustee acting through the Security Agent or to the Security Agent, as applicable, under relevant
law, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over any
of the Collateral; provided that the Company and the Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral
may be amended, extended, renewed, restated, supplemented, transferred, discharged or released in accordance with this Indenture, the
Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents.


 


(b)
Notwithstanding Section 4.10(a), nothing in Section 4.10 shall restrict the discharge and release of any Lien in accordance with this
Indenture, the Revolving Credit Facility, the Intercreditor Agreement, and any Additional Intercreditor Agreement. Subject to the foregoing,
the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate
retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency
therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not
adversely affect the Holders in any material respect; provided, however, that (except with respect to any amendment, extension,
renewal, restatement, supplement, replacement, transfer, discharge or release in accordance with the applicable Security Document, this
Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement), no Security Document may be amended, extended, renewed,
restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking
over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release
(followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Trustee
and the Security Agent, any of (1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee and the Security
Agent, from an independent financial advisor or appraiser or investment bank of international standing that confirms the solvency of
the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal,
restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the
same assets), (2) a certificate from the Chief Financial Officer or the Board of Directors of the relevant Person that confirms the solvency
of the Person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement,
supplement, modification or release (followed by an immediate retake of a Lien of at least equivalent ranking over the same assets),
or (3) an Opinion of Counsel (subject to any qualifications customary for this type of opinion of counsel) confirming that, after giving
effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed
by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security
Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are valid and perfected Liens not
otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise
subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an
immediate retake of a Lien of at least equivalent ranking over the same assets).


 




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(c)
In the event that the Company complies with the requirements of this Section 4.10, the Company or the Security Agent shall take all actions
necessary to effect such amendment, extension, renewal, restatement, supplement, modification or release.


 


Section
4.11 Maintenance of Listing.


 





The
Issuer will use its commercially reasonable efforts to maintain the listing of the Notes on the Official List of the Exchange for so
long as any Notes are outstanding; provided that if at any time the Issuer determines that it will not maintain such listing,
it will use commercially reasonable efforts to obtain prior to the delisting of the Notes from the Official List of the Exchange, and
thereafter use its commercially reasonable efforts to maintain, a listing of the Notes on another “recognized stock exchange”
as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom.


 


Section
4.12 Change of Control.


 





(a)
If a Change of Control occurs, subject to the terms hereof, each Holder will have the right to require the Issuer to repurchase all or
part (equal to £100,000 aggregate principal amount and integral multiples of £1,000 in excess thereof) of such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding,
the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Issuer shall not be obliged to repurchase Notes as described under this Section
4.12 in the event and to the extent that it has unconditionally exercised its right to redeem all of the Notes as described under Section
3.07 and has not defaulted in the payment of the applicable redemption price or all conditions to such redemption have been satisfied
or waived.


 


(b)
Unless the Issuer has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 and has not defaulted in the
payment of the applicable redemption price or all conditions to such redemption have been satisfied or waived, no later than the date
that is 30 days after any Change of Control, the Issuer will mail a notice (the “Change of Control Offer”) to each
Holder of any such Notes, with a copy to the Trustee (or for Notes which are represented by Global Notes, such notice may be given to
Holders by delivery of the notice to Euroclear and Clearstream for distribution to Holders):


 


(1)
stating that a Change of Control has occurred or may occur and that such Holder has the right to require the Issuer to purchase such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest
to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant
interest payment date) (the ‘Change of Control Payment’);


 


(2)
stating the repurchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed or distributed,
except that if a Change of Control Offer is made in advance of a Change of Control and conditional upon such Change of Control as stated
below, the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected
to result in the Change of Control and may be tolled until the closing of such transaction) (the “Change of Control Payment
Date”);


 




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(3)
describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of Control;


 


(4)
describing the procedures determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes
repurchased; and


 


(5)
if such notice is mailed or distributed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional
on the occurrence of such Change of Control.


 


(c)
On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuer will, to the extent lawful:


 


(1)
accept for payment all Notes properly tendered pursuant to the Change of Control Offer;


 


(2)
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes so tendered;


 


(3)
deliver or cause to be delivered to the Trustee an Officer’s Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Issuer in the Change of Control Offer;


 


(4)
in the case of Global Notes, deliver, or cause to be delivered, to the Paying Agent the Global Notes in order to reflect thereon the
portion of such Notes or portions thereof that have been tendered to and purchased by the Issuer; and


 


(5)
in the case of Definitive Registered Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation all Definitive
Registered Notes accepted for purchase by the Issuer.


 


(d)
If any Definitive Registered Notes have been issued, the relevant Paying Agent will promptly mail (or cause a direct bank transfer) to
each Holder of Definitive Registered Notes so tendered the Change of Control Payment for such Notes, and the Trustee or an authenticating
agent will promptly authenticate (or cause to be authenticated) and mail (or cause to be transferred by book entry) to each Holder of
Definitive Registered Notes a new Note equal in aggregate principal amount to the unpurchased portion of the Notes surrendered, if any;
provided that each such new Note will be in an aggregate principal amount that is at least £100,000 and integral multiples
of £1,000 in excess thereof.


 


(e)
If and for so long as the Notes are admitted to trading on the Official List of the Exchange and the rules and regulations of the Authority
so require, the Issuer will publish a public announcement with respect to the results of any Change of Control Offer to the extent and
in the manner permitted by such rules and regulations.


 


(f)
The provisions of this Section 4.12 will be applicable whether or not any other provisions of this Indenture are applicable.


 


(g)
The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.12 applicable to a Change
of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.


 




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(h)
A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, with a purchase
date to occur upon, or within a specified period of time not to exceed 15 days after, the consummation of such Change of Control.


 


(i)
The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes pursuant
to this Section 4.12. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions
of this Indenture, the Issuer will comply with the applicable securities laws and regulations (or exchange rules) and will not be deemed
to have breached its obligations, or require a repurchase of the Notes, under the provisions of this Section 4.12 by virtue of the conflict.


 


Section
4.13 Limitation on Lines of Business.


 





The
Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than a Permitted Business,
except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.


 


Section
4.14 Future Note Guarantees.


 





(a)
The Company will not cause or permit any of its Restricted Subsidiaries that are not the Issuer or a Subsidiary Guarantor, directly or
indirectly, to borrow or Guarantee any Indebtedness under the Revolving Credit Facility or to Guarantee the payment of any other Indebtedness
of the Issuer or a Guarantor Incurred under a Credit Facility unless such Restricted Subsidiary becomes a Guarantor on the date on which
such other Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached
to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to
or rank pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness.


 


(b)
Each additional Note Guarantee will be limited as consistent with the Agreed Security Principles as necessary to recognize certain defenses
generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance,
corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting
the rights of creditors generally) or other considerations under applicable law.


 


Section
4.15 Intercreditor Agreement and Additional Intercreditor Agreements.


 





(a)
At the request of the Issuer, at the time of, or prior to, any Incurrence of indebtedness that is permitted to share the Collateral,
the Issuer, any relevant Guarantor, the Trustee and the Security Agent may (without the consent of the Holders) amend the Intercreditor
Agreement to reflect such additional indebtedness or enter into a new intercreditor agreement with the holders of such indebtedness (or
their duly authorized representatives) (an “Additional Intercreditor Agreement”) on substantially the same terms as
the Intercreditor Agreement, including with respect to enforcement instructions, distributions and releases of any Note Guarantees and
Collateral; provided that any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement will not impose
any personal obligations on the Trustee or the Security Agent or adversely affect the rights, duties, liabilities, indemnification or
immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement as in effect on the Issue Date.


 




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(b)
At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Security Agent shall from time to
time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity,
omission, defect or inconsistency of any such agreement; (2) increase the amount or types of indebtedness covered by the Intercreditor
Agreement or any such Additional Intercreditor Agreement that may be Incurred by the Company or its Restricted Subsidiaries that is subject
to the Intercreditor Agreement or any such Additional Intercreditor Agreement, respectively; provided that such indebtedness is
Incurred in compliance with this Indenture; (3) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement or any
Additional Intercreditor Agreement; (4) further secure the Notes (including Additional Notes); (5) make provision for equal and ratable
pledges of the Collateral to secure Additional Notes or to implement any Permitted Collateral Liens; or (6) make any other change that
does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or Security
Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the
Holders of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 or as
permitted by the terms of the Intercreditor Agreement or such Additional Intercreditor Agreement, as applicable, and the Issuer may only
direct the Trustee or Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations
on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties,
liabilities or immunities under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement.


 


(c)
Each Holder, by accepting such Note, will be deemed to have:


 


(1)
appointed and authorized the Trustee to give effect to provisions in the Intercreditor Agreement and any Additional Intercreditor Agreement;


 


(2)
authorized the Trustee to become a party to any Additional Intercreditor Agreement;


 


(3)
agreed be bound by the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement; and


 


(4)
irrevocably appointed the Trustee to act on its behalf to enter into and comply with the provisions of the Intercreditor Agreement and
any Additional Intercreditor Agreement.


 


Neither
the Trustee nor the Security Agent shall be required to seek the consent of any Holders to perform its obligations under and in accordance
with this covenant.


 


Section
4.16 Payment for Consent.


 


(a)
The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be
paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders
that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.


 


(b)
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration
for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes, to exclude
holders (1) (i) in any jurisdiction where the solicitation of such consent, waiver or amendment, including in connection with an exchange
offer or offer to purchase for cash, or (ii) the payment of the consideration therefor (x) would require the Company or any of the Restricted
Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not
limited to, the United States federal securities laws, the laws of the European Union or its member states or the laws of the United
Kingdom), which the Company in its sole discretion determines (acting in good faith) would be materially burdensome (it being understood
that it would not be materially burdensome to file the consent documents used in other jurisdictions, any substantially similar documents
or any summary thereof with the securities or financial services authorities in such jurisdictions) or (y) such solicitation would otherwise
not be permitted under applicable law in such jurisdiction, or (2) (i) who are not “Qualified Institutional Buyers” as defined
under Rule 144A of the Securities Act, or (ii) who are “U.S. Persons” as defined under Rule 902(k) of the Securities Act.


 




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Section
4.17 Withholding Taxes.


 





(a)
All payments made by or on behalf of the Issuer or any Guarantor (each, a “Payor”) under or in respect of the Notes
or any Note Guarantee, as applicable, will be made free and clear of and without withholding or deduction for, or on account of, any
Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of,
any Taxes imposed or levied by or on behalf of:


 


(1)
the United Kingdom, the United States or any political subdivision or Governmental Authority thereof or therein having power to tax;


 


(2)
any jurisdiction from or through which payment on any such Note or Note Guarantee is made, or any political subdivision or Governmental
Authority thereof or therein having the power to tax; or


 


(3)
any other jurisdiction in which a Payor is incorporated, engaged in business for tax purposes, organized or otherwise considered to be
a resident for tax purposes or have a permanent establishment for tax purposes, or any political subdivision or Governmental Authority
thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”),


 


will
at any time be required by law to be made from any payments made by or on behalf of a Payor under or with respect to any Note or Note
Guarantee, as applicable, including payments of principal, redemption price, purchase price, premium, if any, or interest, the Payor
will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order
that the net amounts received in respect of such payments after such withholding or deduction (including any such deduction or withholding
from such Additional Amounts), will equal the amounts which would have been received in respect of such payments under, or with respect
to, any such Note in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will
be payable for or on account of:


 


(1)
any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or
the beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the
relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability
company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, or being
a citizen or resident or national or domiciliary of, or carrying on a business or maintaining a permanent establishment in, or being
physically present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition,
ownership or holding of such Note or the receipt of any payment or the exercise or enforcement of rights under or with respect to such
Note, any Note Guarantee or this Indenture;


 


(2)
any Taxes that are imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply (to the extent
it is legally entitled to do so) with a written request of the Payor or any other person through whom payment can be made addressed to
the Holder, after reasonable notice, to provide certification, information, documents or other evidence concerning the nationality, residence
or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement
relating to such matters, in each case, that is required by a statute, treaty, regulation or administrative practice of the Relevant
Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes;


 




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(3)
any Taxes that are payable otherwise than by deduction or withholding from a payment of the principal of, premium, if any, or interest,
if any, on the Notes or with respect to any Note Guarantee;


 


(4)
any estate, inheritance, gift, value added, sales, use, transfer, personal property or similar Tax, assessment or other governmental
charge;


 


(5)
any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder
or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accepting payment from,
another Paying Agent in a member state of the European Union or the United Kingdom;


 


(6)
any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version of such
sections that is substantively comparable and not materially more onerous to comply with), any regulations promulgated thereunder, any
official interpretations thereof, any intergovernmental agreements entered into in connection with the implementation thereof and any
laws or regulations implementing any such intergovernmental agreements or any agreement entered into pursuant to Section 1471(b)(1) of
the Code; or


 


(7)
any combination of items (1) through (6) above.


 


(b)
Such Additional Amounts will also not be payable if the applicable payment made by the Payor with respect to any Note could have been
made without such deduction or withholding if the Holder or beneficial owner had presented the Note for payment (where presentation is
required for payment) within 30 days after the relevant payment was first made available for payment to the Holder (except to the extent
that the Holder would have been entitled to Additional Amounts had the Notes been presented on the last day of such 30-day period).


 


(c)
In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or any
person other than the sole beneficial owner of such Notes to the extent that the beneficiary or settlor with respect to such fiduciary,
the member of such partnership or the beneficial owner of such Notes would not have been entitled to Additional Amounts by reason of
any of Sections 4.17(a)(1) to (7) inclusive above had such beneficiary, settlor, member or beneficial owner held such Notes directly.


 


(d)
The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing
authority in accordance with applicable law. Upon request, the Payor will use all reasonable efforts to obtain certified copies of tax
receipts evidencing the payment of any Taxes so deducted or withheld from each taxing authority imposing such Taxes, in such form as
provided in the ordinary course by the relevant taxing authority and as is reasonably available to the Payor and will provide such certified
copies to the Trustee with a copy to the Paying Agent or Registrar or directly to the Holders. Such copies shall be made available by
the Paying Agent or Registrar to the Holders upon reasonable request.


 


(e)
If any Payor is or will be obligated to pay Additional Amounts under or with respect to any payment made under or with respect to any
Note or Note Guarantee, then, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee and to the Paying
Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable
and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless
such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor may deliver
such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee will
be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary.


 




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(f)
Wherever in this Indenture there are mentioned, in any context:


 


(1)
the payment of principal;


 


(2)
purchase or redemption prices in connection with a purchase or redemption of Notes;


 


(3)
interest; or


 


(4)
any other amount payable on or with respect to any of the Notes or any Note Guarantee,


 


such
reference shall be deemed to include payment of Additional Amounts as described under this Section 4.17 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


 


(g)
The Payor will pay (and indemnify the Holders for) any present or future stamp, court or documentary taxes, or any other property or
similar taxes, charges or levies (including any interest and penalties related thereto) that arise in and are levied by any Relevant
Taxing Jurisdiction on the execution, delivery, issuance, registration or enforcement of any Notes, the Note Guarantees, this Indenture,
the Proceeds Loan Agreement, the Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or any other
document or instrument in relation thereto (other than a transfer of the Notes other than the initial resale by the initial purchasers),
and by any Relevant Taxing Jurisdiction on the receipt of any payments with respect thereto (limited, solely in the case of Taxes attributable
to the receipt of any payments with respect thereto, to any Taxes that are not excluded under Sections 4.17(a)(1), 4.17(a)(2) or 4.17(a)(4)
through 4.17(a)(6) above or any combination thereof). The foregoing obligations of this Section 4.17(g) will survive any termination,
defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor
is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which
payment under or with respect to the Notes or Note Guarantees is made, or any political subdivision or Governmental Authority thereof
or therein having the power to tax.


 


Section
4.18 Suspension of Covenants on Achievement of Investment Grade Status.


 





(a)
If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred
and is continuing under this Indenture (a “Suspension Event”), then, the Company shall notify the Trustee of this fact and
beginning on that day and continuing until the Reversion Date, the following sections of this Indenture will not apply to the Notes:
Sections 4.04, 4.05, 4.06, 4.07, 4.08 and 5.01(a)(3) and, in each case, any related default provision of this Indenture will cease to
be effective and will not be applicable to the Company and the Restricted Subsidiaries. Such covenants and any related default provisions
will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. Such covenants will
not, however, be of any effect with regard to actions of the Company and its Restricted Subsidiaries properly taken during the continuance
of the Suspension Event, and Section 4.04 will be interpreted as if it has been in effect since the date of such Indenture except that
no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion
Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as
having been Incurred pursuant to Sections 4.06(a) or 4.06(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder
as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion
Date). To the extent such Indebtedness would not be so permitted to be incurred under Sections 4.06(a) or 4.06(b), such Indebtedness
will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.06(b)(4)(B).


 




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(b)
The Trustee shall have no duty to notify Holders of the fact that the Notes achieve Investment Grade Status or that the Reversion Date
has occurred. The Issuer shall notify the Trustee in writing that the conditions under this covenant have been satisfied; provided that
no such notification shall be a condition for the suspension of the covenants described under Section 4.18(a) to be effective


 


Section
4.19 Maintenance of Office or Agency.


 





The
Issuer shall maintain the offices and agencies specified in Section 2.03 and Section 13.06. The Issuer shall 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 Issuer fails to maintain
any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the trust office of the Trustee (the address of which is specified in Section 13.01).


 


The
Issuer may also from time to time designate 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, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain the offices or agencies specified in Sections 2.03 and 13.06. The
Issuer 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.


 


Section
4.20 Limitations on the Issuer’s Activities.


 





(a)
The Issuer will not engage in any business activity or undertake any other activity, other than any activity: (i) subject to compliance
with the terms of this Indenture, related to the offering, sale, issuance, servicing, purchase, redemption, amendment, exchange, refinancing
or retirement of or investment in the Notes and distributing, lending or otherwise advancing funds to the Company or any of its Restricted
Subsidiaries (including the Proceeds Loan), and any other activities in connection therewith or complementary or useful thereto; (ii)
undertaken with the purpose of, related to, or otherwise incidental to fulfilling its obligations or exercising its rights under the
Notes, this Indenture, any other document relating to the Notes (including the Proceeds Loan Agreement), the Security Documents (including
the Intercreditor Agreement and any Additional Intercreditor Agreement) or the Revolving Credit Facility; (iii) related to the establishment
and maintenance of the Issuer’s corporate existence or otherwise comply with applicable law, including any transaction permitted
under Section 5.01; (iv) related to using amounts received by the Issuer to make investments in cash or Cash Equivalents in a manner
not otherwise prohibited by this Indenture; or (v) reasonably related to the foregoing.


 


(b)
The Issuer will not (i) incur any indebtedness (except to the Company or a Restricted Subsidiary) other than, subject to compliance with
the terms of this Indenture, the Notes and the Proceeds Loan or (ii) issue any Capital Stock (other than to the Company or a Restricted
Subsidiary).


 


(c)
The Issuer will not, and the Company will not permit the Issuer to, use the proceeds from the issuance of the Notes other than (i) to
pay fees and expenses related to the offering of the Notes and (ii) to subscribe for the Proceeds Loan issued to Gaming Acquisitions
Limited promptly upon the receipt of proceeds from the issuance of the Notes.


 




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Section
4.21 Limitations on the Company’s Activities.


 





The
Company will not own any material assets or property other than (a) the Capital Stock of (i) DMWSL 633 Limited; (ii) any direct Subsidiary
of the Company for which, unless such Subsidiary is an Unrestricted Subsidiary, the Company provides a share pledge for the benefit of
the holders of Notes over all of the Capital Stock of such Subsidiary held by it on substantially the same terms as the share pledge
provided by it in respect of the Capital Stock of DMWSL 633 Limited (subject to the Agreed Security Principles); and (iii) any direct
subsidiary of the Company that does not constitute a Significant Subsidiary (substituting 5% for 10% in the definition thereof); (b)
intercompany Indebtedness and debit and credit balances with its Restricted Subsidiaries, provided that such intercompany Indebtedness
and credit balances are subject to the Security Documents to the extent applicable; (c) properties and assets (including cash, Cash Equivalents,
shares of Capital Stock of another Person and/or Indebtedness and other obligations) received by the Company from time to time in a transaction
otherwise permitted under this Indenture and the Security Documents for the purpose of transferring such properties and assets to any
Subsidiary or any other Person in accordance with the terms of this Indenture, so long as in any case such further transfer is made promptly
by the Company and, after giving effect thereto, the Company is again in compliance with this covenant; (d) cash, Cash Equivalents and
other Investments (i) received from any equity contribution or equity issuance of any kind, (ii) received or held following a drawdown
under a Credit Facility or (iii) for cash management or liquidity purposes for a reasonable amount of time in advance of servicing interest
or paying principal or other amounts in respect of any Indebtedness incurred by the Company pursuant to or in accordance with this Indenture
or any other Indebtedness; (e) the ownership or lease of assets necessary for the provision of administration services, including: (i)
the receipt or on-lending of monies to Restricted Subsidiaries in the manner described in (b) above; (ii) the entering into and performance
of any rights or obligations in respect of contracts and agreements with its officers, directors, employees, consultants and other providers
of goods and services; (iii) necessary to maintain its public listing; and (iv) for management services to its Subsidiaries of a type
customarily provided by a holding company to its Subsidiaries, including legal, accounting and financial services; (f) Investments in
the Notes or other Indebtedness in respect of which the Company is an obligor; or (g) deferred tax assets, income tax deposits or prepaid
expenses; or (h) any other assets not specifically listed above and (i) which are ancillary to or related to those listed above, (ii)
with a fair market value not exceeding £3 million or (iii) which are de minimis in nature.


 


Section
4.22 Financial Calculations for Limited Condition Acquisitions.


 


When
calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition,
the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Company, be the
date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated
on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in
connection therewith (including any Incurrence of Indebtedness and Liens and the use of proceeds thereof or any other repayment of Indebtedness
calculated on the same basis as such pro forma treatment in the definitions of “Consolidated Net Leverage Ratio”,
“Consolidated Senior Secured Net Leverage Ratio” or “Fixed Charge Coverage Ratio,” as applicable) as if
they occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited
Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio). For the avoidance of doubt, (x) if
any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated
EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant
Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely
for purposes of determining whether the Limited Condition Acquisition and the related transactions are permitted hereunder and (y) such
baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided
further that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such
transactions (including any Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date
the definitive agreements are entered into and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture
after the date of such agreement and before the consummation of such Limited Condition Acquisition or the abandonment of such Limited
Condition Acquisition.


 




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Section
4.23 Designation of Restricted and Unrestricted Subsidiaries.


 


(a)
The Board of Directors of the Company may designate any Subsidiary
of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation
or other business combination transaction, or Investment therein but not including the Company) to be an Unrestricted Subsidiary only
if:


 


(1) such Subsidiary or any of its Subsidiaries does not own any Capital
Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company which is not
a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and


 


(2) such designation and the Investment
of the Company in such Subsidiary complies with Section 4.04.


 


Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and
an Officer’s Certificate certifying that such designation complies with the foregoing conditions.


 


(b)
The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation (1) no Default or Event of Default would result therefrom and (2)(x) the Company could Incur
at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a)(1) or (y)
the Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such designation, in each case, on
a pro forma basis taking into account such designation. Any such designation by the Board of Directors of the Company shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company
giving effect to such designation or an Officer’s Certificate certifying that such designation complied with the foregoing
provisions.


 


ARTICLE
5.




Merger and Consolidation


 


Section
5.01 The Company and the Issuer.


 





(a)
Neither the Company nor the Issuer will consolidate with or merge with or into, or convey, transfer, lease or otherwise dispose of all
or substantially all its assets in one transaction or a series of related transactions to, any Person, unless:


(1)
the resulting, surviving or transferee Person (the “Successor Person”) will be a Person organized and existing under
the laws of any member state of the European Union, the United Kingdom, the United States of America, any State of the United States
or the District of Columbia, Canada or any province of Canada or Switzerland, and the Successor Person (if not the Company or the Issuer,
as applicable) expressly assumes (i) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all the obligations of the Company or the Issuer, as applicable, under the Notes and this Indenture, and (ii) all the
obligations of the Company or the Issuer, as applicable, under the Security Documents, the Intercreditor Agreement and any Additional
Intercreditor Agreement, as the case may be;


 


(2)
immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Person
or any Subsidiary of the Successor Person as a result of such transaction as having been Incurred by the Successor Person or such Subsidiary
at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;


 


(3)
in the case such transaction involves the Company, immediately after giving effect to such transaction, either (a) the Successor Person
would be able to Incur at least an additional £1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.06(a)(1) or (b) the Fixed Charge Coverage Ratio of the Successor Person would not be less than it was immediately prior
to giving effect to such transaction; and


 


(4)
the Company, the Issuer or the Successor Person, as the case may be, shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply
with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed
and delivered and is a legal, valid and binding agreement enforceable against the Successor Person (in each case, in form and substance
reasonably satisfactory to the Trustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s
Certificate as to any matters of fact, including as to satisfaction of Sections 5.01(a)(1), 5.01(a)(2) and 5.01(a)(3) above.


 




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(b)
For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all
of the properties and assets of one or more Subsidiaries of the Company, 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 transfer of all or substantially all of the properties and assets of the Company.


 


(c)
The Successor Person will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Issuer, as
applicable, under this Indenture and the predecessor company will be released from its obligations under this Indenture and the Notes
or its Note Guarantee, if applicable, but in the case of a lease of all or substantially all its assets, the predecessor company will
not be released from its obligations under this Indenture or the Notes


 


(d)
Notwithstanding Sections 5.01(a)(2), 5.01(a)(3), 5.01(a)(4) and 5.02 (which do not apply to transactions referred to in this sentence)
(1) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets
to the Issuer or the Company and (2) any Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor may consolidate or otherwise
combine with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary. Notwithstanding
Section 5.01(a)(3) (which does not apply to the transactions referred to in this sentence involving the Company), the Issuer or the Company,
as applicable, may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing
the legal domicile of the Issuer or the Company, as applicable, reincorporating the Issuer or the Company, as applicable, in another
jurisdiction or changing the legal form of the Issuer or the Company, as applicable.


 


Section
5.02 Subsidiary Guarantors.


 





(a)
No Subsidiary Guarantor may:


 


(1)
consolidate with or merge with or into any Person (whether or not such Subsidiary Guarantor is the surviving corporation);


 


(2)
sell, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety,
in one transaction or a series of related transactions, to any Person; or


 


(3)
permit any Person to merge with or into such Subsidiary Guarantor, unless


 


(A)
the other Person is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor concurrently with the transaction); or


 


(B)
(i) either (x) a Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes
all of the obligations of the Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents, the Proceeds Loan
Agreement (if applicable) and, to the extent required by the Intercreditor Agreement and any Additional Intercreditor Agreement, such
Intercreditor Agreement and Additional Intercreditor Agreement; and (ii) immediately after giving effect to the transaction, no Default
or Event of Default has occurred and is continuing; or


 


(C)
the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or
the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (in each case other than to the Company or
a Restricted Subsidiary) otherwise permitted by this Indenture and that results in the release of such Subsidiary Guarantor’ Note
Guarantee under Section 11.04(a)(1).


 




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(b)
Notwithstanding Section 5.02(a)(3)(B)(ii) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary
may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor
and (b) any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and
assets to the Issuer or any other Guarantor; and (c) a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an
Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor, reincorporating the Subsidiary
Guarantor in another jurisdiction or changing the legal form of the Subsidiary Guarantor.


 


Article
6.


Defaults
and Remedies


 


Section
6.01 Events of Default.


 





(a)
Each of the following is an “Event of Default”:


 


(1)
default in any payment of interest on any Note when due and payable, continued for 30 days;


 


(2)
default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;


 


(3)
failure by the Issuer or the Company to comply with its obligations under Article 5;


 


(4)
failure to comply for 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in aggregate principal
amount of the outstanding Notes with the Issuer’s obligation to make a Change of Control Offer pursuant to Section 4.12 or the
Company’s or the Restricted Subsidiaries’ obligations under Article 4 (in each case, other than a default in performance,
or breach of, a covenant or agreement specifically addressed in Sections 6.01(a)(1) through 6.01(a)(3) above);


 


(5)
failure to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in aggregate principal
amount of the outstanding Notes with the Company’s or the Restricted Subsidiaries’ other agreements contained in this Indenture,
the Security Documents or the Notes (in each case, other than a default in performance, or breach of, a covenant or agreement specifically
addressed in Sections 6.01(a)(1) through 6.01(a)(4) above);


 


(6)
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company
or any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness
or Guarantee now exists, or is created after the Issue Date, which default:


 




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(A)
is caused by a failure to pay principal at stated maturity on such Indebtedness, immediately upon the expiration of the grace period
provided in such Indebtedness (“payment default”); or


 


(B)
results in the acceleration of such Indebtedness prior to its maturity (“cross-acceleration provision”),


 


and,
in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such
Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates £10.0 million
or more;


 


(7)
the Company, the Issuer or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant
to or within the meaning of any Bankruptcy Law:


 


(A)
commences judicial proceedings to be adjudicated bankrupt or insolvent under applicable Bankruptcy Law;


 


(B)
consents to the institution of bankruptcy or insolvency proceedings against it under applicable Bankruptcy Law;


 


(C)
consents to the appointment of a Custodian of it or for all or substantially all of its property;


 


(D)
makes a general assignment for the benefit of its creditors; or


 


(E)
admits in writing that it is unable to pay its debts as they become due.


 


(8)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)
is for relief against the Company, the Issuer, any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, in a judicial proceeding in which the Company, the Issuer or any such Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, has been adjudicated bankrupt
or insolvent under applicable Bankruptcy Law;


 


(B)
appoints a Custodian of the Company, the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, the Issuer, any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or


 


(C)
orders the liquidation of the Company, the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days;


 


(9)
failure by the Company, the Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary
to pay final judgments currently due for payment aggregating in excess of £10.0 million (exclusive of any amounts that a solvent
insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the
judgment becomes final (the “judgment default provision”);


 




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(10)
any security interest under the Security Documents shall, at any time, cease to be in full force and effect (other than in accordance
with the terms of the relevant Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement or this Indenture)
with respect to Collateral having a fair market value in excess of £5.0 million for any reason other than the satisfaction in full
of all obligations under this Indenture or the release or amendment of any such security interest in accordance with the terms of this
Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or Security Document or any such security interest created
thereunder shall be declared invalid or unenforceable or the Company or any other grantor of such Lien shall assert in writing that any
such security interest is invalid or unenforceable and any such Default continues for 10 days (the “security default provision”);
and


 


(11)
the Note Guarantee of the Company, any Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest
audited consolidated financial statements from the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary
ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee, this Indenture, the Intercreditor
Agreement or any Additional Intercreditor Agreement) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor
denies or disaffirms in writing its obligations under its Note Guarantee and any such Default continues for 10 days (the “guarantee
provision”).


 


(b)
However, a default under Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) or 6.01(a)(9) will not constitute an Event of Default
until the Trustee or the Holders of 25% in aggregate principal amount of the outstanding Notes notify the Issuer of the default and,
with respect to Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) and 6.01(a)(9), the Issuer does not cure such default within
the time specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) or 6.01(a)(9), as applicable, after receipt of such notice.


 


(c)
(i) If a Default occurs for a failure to deliver a required certificate in connection with another default (an “Initial Default”)
then at the time such Initial Default is cured, such Default for a failure to report or deliver a required certificate in connection
with the Initial Default will also be cured without any further action and (ii) any Default or Event of Default for the failure to comply
with the time periods prescribed in Section 4.02 or otherwise to deliver any notice or certificate pursuant to any other provision of
this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or notice or certificate, as
applicable, even though such delivery is not within the prescribed period specified in this Indenture.


 


Section
6.02 Acceleration.


 





(a)
If an Event of Default (other than an Event of Default described in Sections 6.01(a)(7) or 6.01(a)(8) in respect of the Company or the
Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 25% in aggregate principal amount of
the outstanding Notes by written notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such
principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration
of the Notes because an Event of Default described in Section 6.01(a)(6) has occurred and is continuing, the declaration of acceleration
of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to
Section 6.01(a)(6) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such
Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if
(1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction
and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.


 




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(b)
If an Event of Default described in Sections 6.01(a)(7) or 6.01(a)(8) in respect of the Company or the Issuer occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders.


 


(c)
The Holders of a majority in aggregate principal amount of the outstanding Notes under this Indenture may waive all past or existing
Defaults or Events of Default (except with respect to nonpayment of principal, premium or interest which may only be waived with respect
to any Notes held by a non-consenting Holder, with the consent of Holders of not less than 90% in aggregate principal amount of the outstanding
Notes affected) and rescind any such acceleration with respect to such Notes and its consequences if rescission would not conflict with
any judgment or decree of a court of competent jurisdiction.


 


Section
6.03 Other Rights and Remedies.


 





If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes or to enforce the performance
of any provision of the Notes or this Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair
the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


Section
6.04 Waiver of Past Defaults.


 





Subject
to Section 6.07 and Section 9.02 hereof, the Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any past or existing Default or Event
of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on,
if any, interest or Additional Amounts, if any, on, the Notes (including in connection with a purchase of, or tender offer, or exchange
offer for, Notes) (which may only be waived by 90% in aggregate principal amount of the outstanding Notes affected in accordance with
Section 9.02(10)); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, 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 shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section
6.05 Control by Majority.


 





Except
as otherwise set forth herein, the Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. In the event an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee
has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person
would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in
personal liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification and/or security
satisfactory to it against all losses, liabilities and expenses caused by taking or not taking such action.


 




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Section
6.06 Limitation on Suits.


 





Subject
to the provisions of this Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing of which a
responsible officer of the Trustee has written notice, the Trustee will be under no obligation to exercise any of the rights or powers
under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or
security (including by way of pre-funding) satisfactory to the Trustee against any loss, liability or expense. Except to enforce the
right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes
unless:


 


(1)
such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(2)
Holders of at least 25% in aggregate principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;


 


(3)
such Holders have offered in writing the Trustee security and/or indemnity (including by way of pre-funding) satisfactory to the Trustee
against any loss, liability or expense;


 


(4)
the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security and/or
indemnity (including by way of pre-funding); and


 


(5)
the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a written direction that,
in the opinion of the Trustee, is inconsistent with such request within such 60-day period.


 


Section
6.07 Rights of Holders of Notes to Receive Payment.


 





Subject
to the Intercreditor Agreement and any Additional Intercreditor Agreement, the right of any Holder of a Note to receive payment of principal
of, premium on, if any, interest or Additional Amounts, if any, on, the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of Holders holding not less than 90% of the then outstanding aggregate principal
amount of Notes affected.


 


Section
6.08 Collection Suit by Trustee.


 





If
an Event of Default specified in Section 6.01(a)(1) or Section 6.01(a)(2) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any,
interest and Additional Amounts, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful,
Additional Amounts, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including
the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any amounts due to the Trustee under
Section 7.06.


 


Section
6.09 Trustee May File Proofs of Claim.


 





The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes),
its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, 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 to it for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.06. To the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 out of the estate in any
such proceeding, 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, money, securities and other properties that the Holders may be entitled to receive in such proceeding 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 the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.


 




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Section
6.10 Priorities.


 





Subject
to the Intercreditor Agreement and any Additional Intercreditor Agreement, to the extent applicable, if the Trustee or the Security Agent
collects any money pursuant to this Article 6 or from the enforcement of any Security Document, it shall pay out (or in the case of the
Security Agent, it shall pay to the Trustee to pay out) the money in the following order:


 


First:
to the Trustee, the Security Agent, and their agents and attorneys (including the Agents) for amounts due under Section 7.06, including
payment of all compensation, disbursements, expenses and liabilities incurred, and all advances made, by the Trustee and the Security
Agent (as the case may be) and the costs and expenses of collection;


 


Second:
to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Additional Amounts, if any,
ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if
any, interest and Additional Amounts, if any, respectively; and


 


Third:
to the Issuer, to any Guarantor or to such party as a court of competent jurisdiction shall direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section
6.11 Undertaking for Costs.


 





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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes.


 


Section
6.12 Restoration of Rights and Remedies.


 





If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined in a final judgment adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.


 




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Section
6.13 Waiver of Stay or Extension Laws.


 





The
Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had been enacted.


 


Section
6.14 Rights and Remedies Cumulative.


 





Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
6.15 Delay or Omission Not Waiver.


 





No
delay or omission of the Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right 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 may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


Section
6.16 Enforcement by Holders.


 





Holders
of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture, the Intercreditor Agreement and any Additional
Intercreditor Agreement and may not enforce the Security Documents except as provided in such Security Documents, the Intercreditor Agreement
and any Additional Intercreditor Agreement.


 


Section
6.17 Voting Record Date.


 





The
Issuer may set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted by Section 6.04 or Section 6.05.


 


Article
7.


Trustee


Section
7.01 Duties of Trustee.


 





(a)
If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it hereunder
and use the same degree of care and skill that a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs.


 


(b)
Except during the continuance of an Event of Default:


 


(1)
the duties of the Trustee, the Security Agent and the Agents will be determined solely by the express provisions of this Indenture and
the Trustee, the Security Agent and the Agents need perform only those duties that are specifically set forth in this Indenture, the
Intercreditor Agreement and any Additional Intercreditor Agreement and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee, the Security Agent or the Agents; and


 




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(2)
in the absence of bad faith on its part, the Trustee and the Security Agent may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and the Security Agent
and conforming to the requirements of this Indenture. However, the Trustee and the Security Agent will examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).


 


(c)
None of the Trustee, Paying Agent or the Security Agent may be relieved from liabilities for their own respective grossly negligent action,
their own respective grossly negligent failure to act, or their own respective willful misconduct, except that:


 


(1)
this Section 7.01(c) does not limit the effect of Section 7.01(b);


 


(2)
the Trustee, Paying Agent and the Security Agent will not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee or the Security Agent was grossly negligent in ascertaining the pertinent facts; and


 


(3)
the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Sections 6.02, 6.04 or 6.05 hereof; provided, however, that the Trustee’s conduct does not constitute
willful misconduct or gross negligence.


 


(d)
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee or the Security
Agent is subject to Sections 7.01(a) through (c).


 


(e)
No provision of this Indenture or the Notes will require the Trustee or the Security Agent to expend or risk its own funds or
incur any liability. Neither the Trustee nor the Security Agent will be under any obligation to exercise any of their respective rights
and powers under this Indenture or the Notes at the request of any Holders, unless such Holder has offered to the Trustee and
the Security Agent security and indemnity (including by way of pre-funding) satisfactory to them against any loss, liability or expense.
No provision of this Indenture shall require the Trustee to indemnify the Security Agent.


 


(f)
The Trustee and the Security Agent will not be liable for interest on any money received by it except as the Trustee and the Security
Agent may agree in writing with the Issuer. Money held whether in trust or otherwise by the Trustee and the Security Agent need not be
segregated from other funds except to the extent required by law.


 


(g)
The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default)
unless a Responsible Officer assigned to and working in the Trustee’s corporate trust and agency department has actual knowledge
thereof or unless written notice thereof is received by the Trustee in accordance with the terms of this Indenture and such notice clearly
references the Notes, the Issuer or this Indenture.


 




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Section
7.02 Rights of Trustee and the Security Agent.


 





(a)
The Trustee and the Security Agent may conclusively rely upon any document believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee and the Security Agent need not investigate any fact or matter stated in the document.


 


(b)
Before the Trustee or the Security Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of
Counsel or both. Neither the Trustee nor the Security Agent will be liable for any action it takes or omits to take in good faith in
reliance on such Officer’s Certificate or Opinion of Counsel, as the case may be. The Trustee and the Security Agent may consult
with counsel or other professional advisors and the written advice of such counsel, professional advisor or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by them hereunder
in good faith and in reliance thereon.


 


(c)
The Trustee and the Security Agent may act through their attorneys and agents and will not be responsible for the acts, omissions, misconduct
or negligence of any agent appointed with due care or the supervision thereof.


 


(d)
Neither the Trustee nor the Security Agent will be liable for any action
it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture;
provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.


 


(e)
Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.


 


(f)
The Trustee and the Security Agent will be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee and the Security Agent indemnity and/or security (including by way of pre-funding) satisfactory to them against
the losses, liabilities and expenses that might be incurred by them in compliance with such request or direction.


 


(g)
The Trustee and the Security Agent shall have no duty to inquire as
to the performance of the covenants of the Company and/or its Restricted Subsidiaries. In addition, the Trustee shall not be deemed to
have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant to Section 6.01(a)(1) or Section
6.01(a)(2) (provided it is acting as Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer shall have
received written notification. Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational
purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s or any Restricted Subsidiary’s
compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


(h)
The Trustee shall not have any obligation or duty to monitor, determine
or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption,
purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with
respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.


 


(i)
The rights, privileges, indemnities, protections, immunities and benefits
given to the Trustee, including its right to be indemnified and/or secured (including by way of pre-funding) to its satisfaction, are
extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and under the Notes, and by each agent
(including the Security Agent and the Agents), custodian and other person employed to act hereunder. Absent willful misconduct or gross
negligence, the Trustee, the Security Agent and the Agents shall not be liable for acting in good faith on instructions believed by it
to be genuine and from the proper party.


 


(j)
In the event the Trustee and the Security Agent receive inconsistent
or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal
amount of the then outstanding Notes, pursuant to the provisions of this Indenture, subject to the terms of the Intercreditor Agreement
and any Additional Intercreditor Agreement, the Trustee and the Security Agent, in their sole discretion, may determine what action,
if any, will be taken and shall not incur any liability for their failure to act until such inconsistency or conflict is, in their reasonable
opinion, resolved.


 




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(k)
In no event shall the Trustee or the Security Agent be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by acts of war or terrorism
involving the United States, the United Kingdom or any member state of the European Union or any other national or international calamity
or emergency (including, but not limited to, natural disasters, acts of God, civil unrest, local or national disturbance or disaster,
outbreaks of disease, pandemics or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility),
it being understood that the Trustee or the Security Agent shall use reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances.


 


(l)
Neither the Trustee nor the Security Agent is required to give any
bond or surety with respect to the performance or its duties or the exercise of its powers under this Indenture or the Notes.


 


(m)
The permissive right of the Trustee and the Security Agent to take
the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.


 


(n)
The Trustee and the Security Agent will not be liable to any person
if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present
or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.


 


(o)
The Trustee and the Security Agent shall not under any circumstances
be liable for any consequential loss (being loss of business, goodwill, opportunity or profit of any kind) of the Issuer, the Company,
any Restricted Subsidiary or any other Person (or, in each case, any successor thereto), even if advised of it in advance and even if
foreseeable.


 


(p)
The Trustee and the Security Agent 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, note, other evidence of indebtedness or other paper or document, but the Trustee and the Security Agent,
in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustee
and the Security Agent shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records
and premises of the Issuer personally or by agent or attorney, at all times during business hours.


 


(q)
The Trustee may request that the Issuer deliver an Officer’s
Certificate setting forth the names of the individuals and/or titles of officers authorized at such time 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.


 


(r)
No provision of this Indenture shall require the Trustee and the Security
Agent to do anything which, in their opinion, may be illegal or contrary to applicable law or regulation.


 


(s)
The Trustee and the Security Agent may refrain from taking any action
in any jurisdiction if the taking of such action in that jurisdiction would, in their opinion, based upon legal advice in the relevant
jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York.


 


(t)
The Trustee and the Security Agent may retain professional advisors
to assist them in performing their duties under this Indenture. The Trustee and the Security Agent may consult with such professional
advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to legal or other matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken,
omitted or suffered by them hereunder in good faith and in accordance with the advice or opinion of such counsel.


 




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(u)
At any time that the security granted pursuant to the Security Documents
has become enforceable and the Holders have given a direction to the Trustee to enforce such Collateral, the Trustee is not required
to give any direction to the Security Agent with respect thereto unless it has been indemnified and secured (including by way of pre-funding)
in accordance with Section 7.01(e). In any event, in connection with any enforcement of such security, the Trustee is not responsible
for:


 


(1)
any failure of the Security Agent to enforce such security within a reasonable time or at all;


 


(2)
any failure of the Security Agent to pay over the proceeds of enforcement of the Collateral;


 


(3)
any failure of the Security Agent to realize such security for the best price obtainable;


 


(4)
monitoring the activities of the Security Agent in relation to such enforcement;


 


(5)
taking any enforcement action itself in relation to such Collateral;


 


(6)
agreeing to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for its own
account; or


 


(7)
paying any fees, costs or expenses of the Security Agent.


 


(v)
The Trustee and the Security Agent may assume without inquiry in the
absence of actual knowledge that the Issuer, the Company and each Subsidiary Guarantor are duly complying with their obligations
contained in this Indenture and the other Notes Documents required to be performed and observed by them, and that no Default or Event
of Default or other event which would require repayment of the Notes has occurred.


 


(w)
The duties and obligations of the Trustee and the Security Agent shall
be subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement to the extent applicable.


 


Section
7.03 Individual Rights of Trustee and the Security Agent.


 


The
Trustee and the Security Agent, each in their respective individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Issuer, Holders or any Affiliate of the Issuer with the same rights they would have if they were not Trustee
and Security Agent. However, in the event that the Trustee or the Security Agent acquires any conflicting interest it must eliminate
such conflict within 90 days or resign. The Trustee is also subject to Section 7.09 hereof.


 


Section
7.04 Trustee’s and Security Agent’s Disclaimer.


 


None
of the Trustee, the Security Agent or any Agent will be responsible for nor makes any representation as to the validity or adequacy of
this Indenture, the Notes, any Note Guarantee, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement,
they shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s
direction under any provision of this Indenture, they will not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and they will not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


 


Section
7.05 Notice of Defaults.


 


If
a Default occurs and is continuing and the Trustee is given notice in writing of such occurrence by the Issuer, the Trustee must give
notice of the Default to the Holders within 60 days after being notified by the Issuer. Except in the case of a Default in the payment
of principal of, or premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as the Trustee in good faith
determines that withholding notice is in the interests of the Holders.


 




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Section
7.06 Compensation and Indemnity.


 


(a)
The Issuer or, upon the failure of the Issuer to pay, any Guarantor, jointly and severally, will pay to the Trustee, the Security Agent
and the Agents from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing
from time to time between them. The Trustee’s, the Security Agent’s and the Agent’s compensation will not be limited
by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee, the Security Agent and the Agents
promptly upon request for all disbursements, advances and expenses properly incurred or made by it in addition to the compensation for
its services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Trustee’s, the Security
Agent’s and the Agent’s agents and counsel.


 


(b)
The Issuer and any Guarantors, jointly and severally, will indemnify the Trustee, the Security Agent and the Agents and their officers,
directors, employees and agents against any and all claims, damages, demands, charges, losses, liabilities or expenses incurred by them
arising out of or in connection with the acceptance or administration of their duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Issuer and any Guarantors (including this Section 7.06) and defending themselves against any
claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable
to their gross negligence, willful misconduct or fraud. The Trustee, the Security Agent and the Agents will notify the Issuer promptly
of any claim for which they may seek indemnity. Failure by the Trustee, the Security Agent and the Agents to so notify the Issuer will
not relieve the Issuer or any Guarantors of their obligations hereunder. Except where the interests of the Issuer and any Guarantors,
on the one hand, and the Trustee, on the other hand, may be adverse, the Issuer or such Guarantor will defend the claim and the Trustee
will cooperate in the defense. The Trustee may have separate counsel and the Issuer will pay the properly incurred fees and expenses
of such counsel. Neither the Issuer nor any Guarantor need pay for any settlement made without its written consent, which consent will
not be unreasonably withheld.


 


(c)
The obligations of the Issuer and any Guarantors under this Section 7.06 will survive the satisfaction and discharge of this Indenture,
any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee, the Security Agent
or the Agents.


 


(d)
To secure the Issuer’s and any Guarantors’ payment obligations in this Section 7.06, the Trustee and the Security Agent will
have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal
of, premium on, if any, interest or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge
of this Indenture.


 


(e)
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.


 


(f)
The indemnity contained in this Section 7.06 shall survive the discharge or termination of this Indenture and shall continue for the
benefit of the Trustee, the Security Agent or any Agent notwithstanding its resignation or retirement.


 




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Section
7.07 Removal, Resignation and Replacement of Trustee or the Security Agent.


 


(a)
A resignation or removal of the Trustee or the Security Agent and appointment of a successor Trustee or Security Agent will become effective
only upon the successor Trustee’s or Security Agent’s acceptance of appointment as provided in this Section 7.07.


 


(b)
The Trustee or the Security Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the
Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee or the Security
Agent by so notifying the Trustee or the Security Agent, as applicable, and the Issuer in writing and may appoint a successor Trustee
or Security Agent, as applicable. The Issuer shall remove the Trustee or the Security Agent, as applicable, or any Holder who has been
a bona fide Holder for not less than six months may petition any court for removal of the Trustee or the Security Agent, as applicable,
and appointment of a successor Trustee or Security Agent, as applicable, if:


 


(1)
solely with respect to the Trustee, the Trustee fails to comply with Section 7.09;


 


(2)
the Trustee or the Security Agent, as applicable, is adjudged bankrupt or insolvent;


 


(3)
a receiver or other public officer takes charge of the Trustee or Security Agent, as applicable, or its property;


 


(4)
the Trustee or the Security Agent, as applicable otherwise becomes incapable of acting as Trustee or the Security Agent, as applicable
hereunder;


 


(5)
solely with respect to the Trustee, the Trustee has or acquires a conflict of interest not eliminated in accordance with Section 7.03;
or


 


(6)
solely with respect to the Trustee, the Issuer elects to qualify this Indenture under the Trust Indenture Act pursuant to Section 9.01(6)
hereof; provided that a successor Trustee shall have been appointed prior to such election.


 


(c)
If the Trustee or the Security Agent resigns or is removed or if a vacancy exists in the office of Trustee or the Security Agent for
any reason, the Issuer will promptly appoint a successor Trustee or Security Agent, as applicable. Within one year after the successor
Trustee or Security Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint
a successor Trustee or Security Agent to replace the successor Trustee or Security Agent appointed by the Issuer.


 


(d)
If a successor Trustee or Security Agent does not take office within 60 days after the retiring Trustee or Security Agent, as applicable,
resigns or is removed, (i) the retiring Trustee or Security Agent, as applicable (at the expense of the Issuer), the Issuer, or the Holders
of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee or Security Agent, as applicable, or (ii) the retiring Trustee or Security Agent, as applicable, may
appoint a successor Trustee or Security Agent, as applicable at any time prior to the date on which a successor Trustee or Security Agent,
as applicable takes office; provided that such appointment shall be reasonably satisfactory to the Issuer.


 


(e)
If the Trustee or Security Agent, as applicable, after written request by any Holder who has been a Holder for at least six months, fails
to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Security Agent, as applicable.


 




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(f)
A successor Trustee or Security Agent, as applicable will deliver a written acceptance of its appointment to the retiring Trustee or
Security Agent, as applicable and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee or Security Agent, as
applicable will become effective, and the successor Trustee or Security Agent, as applicable will have all the rights, powers and duties
of the Trustee or Security Agent, as applicable under this Indenture. The successor Trustee or Security Agent, as applicable will mail
a notice of its succession to Holders. The retiring Trustee or Security Agent, as applicable will promptly transfer all property held
by it as Trustee or Security Agent, as applicable to the successor Trustee or Security Agent, as applicable; provided all sums
owing to the Trustee or Security Agent, as applicable hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof.
Notwithstanding replacement of the Trustee or Security Agent, as applicable pursuant to Section 7.07, the Issuer’s obligations
under Section 7.06 hereof will continue for the benefit of the retiring Trustee or Security Agent, as applicable.








 


Section
7.08 Successor Trustee or Security Agent, by Merger, etc.





 


(a)
If the Trustee or Security Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further act will be the successor Trustee or Security Agent,
as applicable.


 


(b)
In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by consolidation,
merger or conversion to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes. 


 


Section
7.09 Eligibility; Disqualification.


 





There
will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States, England
and Wales or within the European Union that is authorized to exercise corporate trustee power that is a corporation which is generally
recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions
similar in nature to the offering of the Notes as described in the Offering Memorandum.


 


Section
7.10 Agents.


 


Any
Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice
of such resignation to the Trustee and Issuer. The Trustee or Issuer may remove any Agent at any time by giving thirty (30) days’
prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuer, who shall provide written notice
of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such
notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any
funds then held hereunder in its possession to the Trustee or may apply to a court of competent jurisdiction for the appointment of a
successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by
the Agent in connection with such proceeding shall be paid by the Issuer. Upon receipt of the identity of the successor Agent, the Agent
shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations
owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations
arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.06. The Agents shall act solely as agents
of the Issuer, except in the event of a Default or Event of Default, in which case the Trustee may, by notice in writing to the Issuer
and the relevant Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee.


 




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Article
8.


Legal
Defeasance and Covenant Defeasance


 


Section
8.01 Option to Effect Legal Defeasance or Covenant Defeasance.


 


The
Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth in
this Article 8.


 


Section
8.02 Legal Defeasance.


 


Upon
the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors
will, subject to the satisfaction of the conditions set forth in Section 8.05 hereof, be deemed to have been discharged from their obligations
with respect to all outstanding Notes (including any Note Guarantees) on the date the conditions set forth in Section 8.05 are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will
be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including any Note Guarantees), which
will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this
Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, any Note Guarantees
and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)
the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest or Additional
Amounts, if any, on, such Notes when such payments are due from the trust referred to in Section 8.05 hereof;


 


(2)
the Issuer’s obligations with respect to the Notes under Article 2 hereof;


 


(3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations
in connection therewith; and


 


(4)
this Article 8.


 


Subject
to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.


 


If
the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect
to the Notes.


 


Section
8.03 Covenant Defeasance.


 


Upon
the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors
will, subject to the satisfaction of the conditions set forth in Section 8.05 hereof, be released from each of their obligations under
the covenants contained in Article 4 (other than Sections 4.01, 4.03, 4.15, 4.17 and 4.19) and Sections 5.01(a)(2), 5.01(a)(3) and 5.02(a)(3)(B)(ii)
with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of the Holders (and the consequences of any thereof) in connection with such covenants,
but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Note Guarantees, the Issuer and the Guarantors may omit to comply with and will have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission
to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder
of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(a)(3) (with respect to Sections 5.01(a)(2), 5.01(a)(3) and 5.02(a)(3)(B)(ii)), 6.01(a)(4) (with respect to
Article 4 (other than Sections 4.01, 4.03, 4.15, 4.17 and 4.19)), 6.01(a)(6), 6.01(a)(9), 6.01(a)(10) and 6.01(a)(11) will not constitute
Events of Default.


 




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Section
8.04 Survival of Certain Obligations.


 


Notwithstanding
Sections 8.02 and 8.03, the Issuer’s obligations under Section 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 4.17(g), 7.06, 7.07 and under
this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations under Sections 7.06 and
8.08 shall survive.


 


Section
8.05 Conditions to Legal or Covenant Defeasance.


 


In
order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof, the Issuer must irrevocably
deposit in trust with the Trustee (or such entity designated by the Trustee for this purpose) for the benefit of the Holders, cash in
pounds sterling, UK Government Obligations denominated in pounds sterling or a combination thereof, in such amounts as will be sufficient,
in the good faith opinion of the Issuer, to pay and discharge the principal of, premium, if any, and interest, on the outstanding Notes
to redemption or maturity and must deliver to the Trustee:


 


(1)
an Opinion of Counsel in the United States to the effect that Holders will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal
defeasance only, such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or other
change in applicable U.S. federal income tax law since the issuance of the Notes);


 


(2)
an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying,
defrauding or preferring any creditors of the Issuer; and


 


(3)
an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions),
each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have
been complied with.


 


Section
8.06 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject
to Section 8.07 hereof, cash in pounds sterling or UK Government Obligations denominated in pounds sterling or a combination thereof,
including the proceeds thereof, deposited with the Trustee (or such entity designated by the Trustee for this purpose, collectively for
purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if
any, but such money need not be segregated from other funds except to the extent required by law.


 




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The
Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in pounds sterling
or UK Government Obligations denominated in pounds sterling or a combination thereof deposited pursuant to Section 8.05 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes.


 


Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer
any cash in pounds sterling or UK Government Obligations denominated in pounds sterling or a combination thereof held by it as provided
in Section 8.05 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then
be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.


 


Section
8.07 Repayment to Issuer.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium
on, if any, interest or Additional Amounts, if any, on, any Note and remaining unclaimed for two years after such principal, premium,
if any, interest or Additional Amounts, if any, has become due and payable shall be paid to the Issuer on its request or (if then held
by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer cause to be made available to the newswire service of Bloomberg
or, if Bloomberg does not operate, any similar agency and, for so long as the Notes are admitted to trading on the Official List of the
Exchange and the rules and regulations of the Authority so require, publish such notice to the extent and in the manner permitted by
such rules and regulations, such notice to state that such money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.


 


Section
8.08 Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any pounds sterling or UK Government Obligations denominated in pounds sterling or a combination
thereof in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations
under this Indenture and the Notes and any Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant
to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal
of, premium on, if any, interest or Additional Amounts, if any, on, any Note following the reinstatement of its obligations, the Issuer
will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 




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Article
9.


Amendment,
Supplement and Waiver


 


Section
9.01 Without Consent of Holders of Notes.


 


Notwithstanding
Section 9.02 hereof, without the consent of any Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend
or supplement any Notes Document to:


 


(1)
cure any ambiguity, omission, defect, error or inconsistency, conform any provision of this Indenture to the “Description of
the Notes” as set forth in the Offering Memorandum or reduce the minimum denomination of the Notes;


 


(2)
provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under any Notes Document;


 


(3)
provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code);


 


(4)
add to the covenants for the benefit of the Holders, directly or indirectly, or surrender any right or power conferred upon the Company
or any Restricted Subsidiary;


 


(5)
make any change that does not adversely affect the rights of any Holder in any material respect;


 


(6)
at the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the
Trust Indenture Act, if such qualification is required;


 


(7)
make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;


 


(8)
to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Sections 4.06 and 4.14, to add, directly or indirectly,
Note Guarantees; to add, directly or indirectly, security to or for the benefit of the Notes; or to effectuate or confirm and evidence
the release, termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Security Documents) or
any amendment in respect thereof with respect to or securing the Notes, directly or indirectly, when such release, termination, discharge,
retaking or amendment is provided for under this Indenture, the relevant Security Documents, the Intercreditor Agreement or any Additional
Intercreditor Agreement;


 


(9)
to evidence and provide for the acceptance and appointment under this Indenture and the Intercreditor Agreement of a successor Trustee
or Security Agent pursuant to the requirements thereof or to provide for the accession by the Trustee or Security Agent to any Notes
Document; or


 


(10)
in the case of the Security Documents, to mortgage, pledge, hypothecate or grant a security interest in favor of the Security Agent for
the benefit of the Holders and the Trustee, in any property which is required by this Indenture to be mortgaged, pledged or hypothecated,
or in which a security interest is required to be granted to the Security Agent, or to the extent necessary to grant a security interest
for the benefit of any Person; provided that the granting of such security interest is not prohibited by this Indenture and Section
4.10 is complied with.


 


In
formulating its opinion on such matters, the Trustee shall be entitled to request and rely on such evidence as it deems appropriate,
including an Officer’s Certificate and an Opinion of Counsel.


 


The
consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document.
It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture
by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.


 




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Section
9.02 With Consent of Holders of Notes.


 


Except
as otherwise set forth in Section 9.01 and this Section 9.02, the Notes Documents may be amended, supplemented or otherwise modified
with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained
in connection with a purchase of, or tender offer or exchange offer for, such Notes) and, subject to Section 6.04 and Section 6.07 hereof,
any default or compliance with any provisions thereof may be waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer
for, such Notes). However, without the consent of Holders holding not less than 90% of the then outstanding aggregate principal amount
of Notes affected (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes),
an amendment or waiver may not, with respect to any such Notes held by a non-consenting Holder:


 


(1)
reduce the principal amount of such Notes whose Holders must consent to an amendment or waiver;


 


(2)
reduce the stated rate of or extend the stated time for payment of interest on any such Note;


 


(3)
reduce the principal of or extend the Stated Maturity of any such Note;


 


(4)
reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case
as described under Sections 3.07 or 3.08;


 


(5)
make any such Note payable in currency other than that stated in such Note (except to the extent the currency stated in the Notes has
been succeeded or replaced pursuant to applicable law);


 


(6)
impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates
therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;


 


(7)
make any change in Section 4.17 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms
of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any
obligation to withhold or deduct Taxes so described thereunder unless the Issuer agrees to pay Additional Amounts, if any, in respect
thereof;


 


(8)
release (i) the security interest in substantially all the Collateral granted for the benefit of the Holders or (ii) substantially all
the Guarantors from any of their obligations under their Note Guarantees, in each case, other than pursuant to the terms of this Indenture
or the relevant Security Document, the Intercreditor Agreement and any applicable Additional Intercreditor Agreement;


 


(9)
adversely change the ranking of the Notes in right of payment; or


 


(10)
waive a Default or Event of Default with respect to the non-payment of principal, premium or interest on the Notes (except pursuant to
a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver
of the payment default that resulted from such acceleration).


 


For
the avoidance of doubt, no amendment to or deletion of, or actions taken in compliance with, the covenants described under Articles 4
and 5 shall be deemed to impair or affect any rights of holders of the Notes to receive payment of principal of, or premium, if any,
or interest on, the Notes.


 


Section
9.03 [Reserved].


 


Section
9.04 Revocation and Effect of Consents.


 


Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke
the consent as to its Note if the Trustee receives written notice of revocation before the date on which the amendment, supplement or
waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every
Holder.


 




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Section
9.05 Notation on or Exchange of Notes.


 


The
Trustee may, but is not required to, place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated
or otherwise in accordance with the procedures of Euroclear or Clearstream, as applicable. The Issuer in exchange for all Notes may issue
and the Trustee or the Authenticating Agent, as the case may be, shall, upon receipt of an Authentication Order, authenticate new Notes
that reflect the amendment, supplement or waiver.


 


Failure
to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


Section
9.06 Trustee and Security Agent to Sign Amendments, etc.


 


Upon
the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee and the Security Agent of the documents described in Section 7.02(b) hereof, the Trustee and
the Security Agent will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained,
but the Trustee and the Security Agent will not be obligated to enter into such amended or supplemental indenture that affects its own
rights, duties or immunities under this Indenture or otherwise.


 


Section
9.07 Notice of Amendments, etc.


 


For
so long as the Notes are admitted to trading on the Official List of the Exchange and the rules and regulations of the Authority so require,
the Issuer will inform the Authority of any of the foregoing amendments, supplements and waivers and publish a notice of any of the foregoing
amendments, supplements and waivers to the extent and in the manner permitted by such rules and regulations.


 


Article
10.


Collateral
and Security


 


Section
10.01 Security Documents.


 


(a)
The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and any
Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any (to the
extent permitted by law), on the Notes, any Note Guarantees and performance of all other obligations of the Issuer and any Guarantors
to the Holders or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantees according to the terms hereunder
or thereunder, are secured by security interests granted in the Collateral as provided in the Security Documents, the Intercreditor Agreement
and any Additional Intercreditor Agreement and, on the Issue Date, the Liens in the Collateral under the Security Documents set forth
in Schedule 1 hereof. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the
Security Documents, and the Issuer and any Guarantors will, and the Issuer will cause each of its Restricted Subsidiaries to, do or cause
to be done all such filings, acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents,
to assure and confirm to the Trustee that the Trustee and the Holders hold duly created, enforceable and perfected Liens as contemplated
hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes
and any Note Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles,
the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuer and any Guarantors will take, upon request of the
Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations
of the Issuer hereunder, a valid and enforceable first priority Lien in and on all the Collateral ranking in right and priority of payment
as set forth in this Indenture, the Revolving Credit Facility, the Intercreditor Agreement and any Additional Intercreditor Agreement
and subject to no other Liens other than as permitted by the terms of this Indenture, the Intercreditor Agreement and any Additional
Intercreditor Agreement. The parties hereby acknowledge and agree that any security may be subject to restrictions and limitations as
described under the Agreed Security Principles.


 




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(b)
Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders)
of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have
its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the
prior written consent of the Trustee or as otherwise permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement.
However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on
the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.


 


(c)
Each Holder, by accepting a Note, shall irrevocably, and shall be deemed to have irrevocably: (i) affirmed the Trustee’s and the
Security Agent’s individual and joint authority to enter into, acting also in the name and on behalf of such Holder, the Security
Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.15 or any
other document to which either Person is a party and (ii) authorizes and directs the Security Agent to perform its obligations and exercise
its rights under the documents set out in Section 10.01(c)(i) in accordance therewith; (iii) consents and agrees to the terms of the
Intercreditor Agreement and any Additional Intercreditor Agreement, and the Security Documents (including, without limitation, the provisions
providing for foreclosure and release of Liens and authorizing the Security Agent to enter into any Security Document on its behalf)
as the same may be in effect or may be amended from time to time in accordance with its terms; and (iv) authorizes the Trustee to serve
as its Indenture trustee or agent (or in both capacities) in entering into the documents set out in Section 10.01(c)(i) (to the extent
applicable) on their behalf and to be bound by and party to the terms of those documents. Each Holder, by accepting a Note, appoints
the Security Agent as its trustee under the Security Documents and authorizes it to act on such Holder’s behalf. The Trustee, by
signing this Indenture, and each Holder, by accepting a Note, expressly agree and acknowledge that the Security Agent is authorized to
act under the Security Documents in the name and on behalf of the Trustee and the Holders, with the full authority and powers of the
Trustee thereunder and to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security
Documents, including the power to enter into the Security Documents, as trustee or agent (or in both capacities) in the name and on behalf
of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to
give effect to the terms of this Indenture.


 


Section
10.02 Release of Collateral and Charged Property.


 


(a)
Notwithstanding the Security Documents, upon receipt by the Security Agent of an Officer’s Certificate and an Opinion of Counsel
stating that such request complies with Section 10.05, and subject to the terms of the Intercreditor Agreement and any Additional Intercreditor
Agreement, the Security Agent is authorized to release the Collateral, acting in the name and on behalf of each Person secured thereunder,
and to carry out each perfection formality necessary and/or appropriate for the purposes of such release.


 




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Section
10.03 Authorization of Actions to Be Taken by the Trustee under the Security Documents.


 


Subject
to the provisions of Section 7.01 and Section 7.02 hereof, the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement
and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders:


 


(a)
direct, on behalf of the Holders, the Security Agent to, take all actions it deems necessary or appropriate in order to:


 


(1)
enforce any of the terms of the Security Documents, the Revolving Credit Facility, the Intercreditor Agreement or any Additional Intercreditor
Agreement; and


 


(2)
collect and receive any and all amounts payable in respect of the obligations of the Issuer or any Guarantor hereunder; and


 


(b)
take all actions it deems necessary or appropriate in order to collect and receive any and all amounts payable in respect of the obligations
of the Issuer hereunder.


 


Subject
to the provisions hereof, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Trustee
will have power to institute and maintain, or direct the Security Agent to institute and maintain, such suits and proceedings as it may
deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents,
the Intercreditor Agreement, any Additional Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee
may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee).


 


Section
10.04 Authorization of Receipt of Funds by the Trustee under the Security Documents.


 


The
Trustee or the Security Agent is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents
to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Intercreditor Agreement
or any Additional Intercreditor Agreement.


 


Section
10.05 Termination of Security Interest; Activity with Respect to Collateral.


 


The
Collateral will be automatically and unconditionally released (and thereupon will terminate and be discharged and be of no further force
and effect) in the following circumstances:


 


(1)
in connection with any sale, assignment, transfer, conveyance, exchange or other disposition of any Collateral, directly or indirectly,
to any Person other than the Company or any of its Restricted Subsidiaries that is not prohibited by this Indenture;


 


(2)
upon payment in full of principal, interest and all other obligations in respect of the Notes issued under this Indenture;


 


(3)
in the case of any Guarantor that is released from its Note Guarantee (with respect to the Liens securing such Note Guarantee granted
by such Guarantor and any Liens on Capital Stock of such Guarantor) in accordance with this Indenture;


 


(4)
if any Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture,
the release of the property, assets and Capital Stock of such Restricted Subsidiary;


 


(5)
upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 12.01;


 


(6)
as a result of a transaction permitted by Article 5 that results in the release of such Person’s obligations under this Indenture
and the Notes or its Note Guarantee, if applicable;


 




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(7)
as described under Article 9;


 


(8)
as described under Section 4.10;


 


(9)
automatically without any action by the Trustee or the Security Agent, if the Lien granted in favor of Indebtedness that gave rise to
the obligation to grant the Lien over such Collateral pursuant to Section 4.09(a)(1)(B) is released (other than pursuant to the repayment
and discharge thereof); provided that after the release there is no other Indebtedness secured by a Lien on the property and assets
that was the subject of the Initial Lien that would result in the requirement for the Notes and any Note Guarantee to be secured equally
and ratably with, or prior to, such Lien, and such release would otherwise be permitted by another clause above; or


 


(10)
as provided for in the Intercreditor Agreement or any Additional Intercreditor Agreement.


 


Each
of these releases shall be effected by the Security Agent and the Trustee (to the extent required) without the consent of the Holders.
Any release of a Lien on Collateral shall, if requested by the Issuer, be evidenced by the Security Agent. The Security Agent and the
Trustee (to the extent required) shall take all necessary actions to effectuate the releases described above, subject to the protections
and indemnifications in Article 7.


 


The
Company and its Restricted Subsidiaries may also, without any release or consent by the Trustee or the Security Agent, conduct any other
action not prohibited by the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, including for
the avoidance of doubt the cancellation of any treasury shares which may be the subject of any security interest.


 


Section
10.06 Security Agent.


 


(a)
The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement
and any Additional Intercreditor Agreement for the benefit of all holders of secured obligations.


 


(b)
Any resignation or replacement of the Security Agent shall be made in accordance with the terms of this Indenture, the Security Documents,
the Intercreditor Agreement and any Additional Intercreditor Agreement.


 


(c)
By accepting a Note, the Holders shall be deemed to have agreed and acknowledged that the Security Agent will administer the Collateral
in accordance with this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement.


 


Article
11.


Note
Guarantees


 


Section
11.01 The Note Guarantee and Future Note Guarantees.


 


(a)
Subject to this Article 11, any and all Guarantors hereby, jointly and severally, unconditionally guarantee, to each Holder of a Note
authenticated and delivered by the Authenticating Agent and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:


 


(1)
the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest
and Additional Amounts, if any, on, the Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee and the
Security Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and


 




    	 	108	 



    	 	 	 



    

 


(2)
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 stated maturity, by acceleration or
otherwise.


 


Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, any and all Guarantors will 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.


 


(b)
Subject to this Article 11, any and all Guarantors hereby agree that their obligations hereunder are 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 Issuer, 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 diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that
this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.


 


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


 


(d)
Each Guarantor agrees that it will 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, (1) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations
as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.


 


Section
11.02 Limitation on Liability.


 


(a)
Notwithstanding any other provision of this Indenture, the obligations of any future Guarantor under any Note Guarantee shall be limited
under the relevant laws applicable to such Guarantor and the granting of such Note Guarantee (including laws relating to corporate benefit,
corporate purpose, capital preservation, financial assistance, fraudulent conveyances and transfers, voidable preferences, thin capitalization,
distributable reserves, capital maintenance or transactions under value or similar laws, regulations, or defenses affecting the rights
of creditors generally); provided that, with respect to each relevant jurisdiction, such obligations shall be limited in the manner
described in any supplemental indenture. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree, that the obligations of such Guarantor will be limited to the maximum amount that will, after giving notice to the Trustee of
such maximum amount and giving effect to such maximum amount and all other contingent and fixed liabilities of any 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 any such other Guarantor under this Article 11, result in the obligations
of any such Guarantor under its Note Guarantee not conflicting with the principles of corporate benefit, corporate purpose, capital preservation,
financial assistance, fraudulent conveyances and transfers, voidable preferences, thin capitalization, distributable reserves, capital
maintenance or transactions under value or similar laws, regulations, or defenses affecting the rights of creditors generally; provided
that, with respect to any relevant jurisdiction, such obligations shall be limited in the manner described above or in any supplemental
indenture.


 




    	 	109	 



    	 	 	 



    

 


Section
11.03 Execution and Delivery of Note Guarantee.


 


Neither
the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination
or discharge thereof.


 


Any
future Guarantor will agree that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Note Guarantee.


 


Section
11.04 Releases.


 


(a)
The Note Guarantee of a Guarantor will automatically and unconditionally terminate and release (and thereupon will terminate and be discharged
and be of no further force and effect) in the following circumstances:


 


(1)
(a) upon a sale, assignment, transfer, conveyance, exchange or other disposition (including by way of consolidation or merger) of ownership
interests in the relevant Guarantor (other than the Company) (directly or through a parent company) such that the relevant Guarantor
does not remain a Restricted Subsidiary, or (b) the sale, assignment, transfer, conveyance, exchange or other disposition of all or substantially
all the assets of the relevant Guarantor (other than the Company), in each of (a) and (b), other than to the Company or a Restricted
Subsidiary and otherwise not prohibited by this Indenture;


 


(2)
if any Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;


 


(3)
upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture, as provided under Article 8 and Section 12.01;


 


(4)
so long as no other Indebtedness that would give rise to an obligation to give a Note Guarantee is at that time required under Section
4.14, upon the release or discharge of the guarantee that resulted in the creation of such Note Guarantee under Section 4.14, except
a release or discharge by or as a result of payment under such guarantee;


 


(5)
in accordance with certain enforcement actions or distressed disposals pursuant to the Intercreditor Agreement or any Additional Intercreditor
Agreement;


 


(6)
as a result of a transaction permitted by Section 5.01 that results in the release of such Person’s obligations under this Indenture
and the Notes or its Note Guarantee, as applicable;


 


(7)
upon the full and final payment of the Notes;


 


(8)
as described under Article 9; or


 


(9)
as provided for in the Intercreditor Agreement or any Additional Intercreditor Agreement.


 




    	 	110	 



    	 	 	 



    

 


(b)
The Trustee shall take all necessary actions reasonably requested by the Issuer, including the granting of releases or waivers under
the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee (including executing
any document reasonably requested to evidence such release) in accordance with the foregoing provisions. Each of the releases set forth
above shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent on the part
of the Trustee. Neither the Issuer nor any Guarantor will be requested by the Issuer to make a notation on the Notes to reflect any Guarantee
or any release, termination or discharge of any Guarantee.


 


(c)
Any Guarantor not released from its obligations under its Note Guarantee as provided in Section 11.04 will remain liable for the full
amount of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article 11.


 


Article
12.


Satisfaction
and Discharge


 


Section
12.01 Satisfaction and Discharge.


 


This
Indenture, and the rights of the Trustee and the Holders under the Security Documents will be discharged and cease to be of further effect
(except as to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.17(g), 7.06 and 7.07) as to all outstanding Notes when (1) either (a) all
the Notes previously authenticated and delivered (other than lost, stolen or destroyed Notes and Notes for which provision for payment
was previously made and thereafter the funds have been released to the Trustee) have been delivered to the Paying Agent or Registrar
for cancellation; or (b) all Notes not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will
become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption in the name, and at the expense, of the Issuer; (2) the Issuer has
deposited or caused to be deposited with the Trustee (or such entity designated by the Trustee for this purpose) for the benefit of the
Holders, cash in pounds sterling, UK Government Obligations denominated in pounds sterling or a combination thereof or in such amounts
in an amount sufficient, in the good faith opinion of the Issuer, to pay and discharge the entire indebtedness on Notes not previously
delivered to the Registrar for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes
that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; (3) the Issuer has paid or caused
to be paid all other sums payable under this Indenture; (4) the Issuer has delivered irrevocable instructions under this Indenture to
apply the deposited money towards payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions precedent
under this Section 12.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any
such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses
(1), (2) and (3)). If instructed by the Issuer, the Trustee or the Paying Agent may distribute any amounts deposited in trust to the
Holders prior to the Stated Maturity or the redemption date, as the case may be.


 


Section
12.02 Application of Trust Money.


 


Subject
to the provisions of Section 8.07, all money deposited with the Trustee (or such other entity designated by the Trustee for this purpose)
pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium on, if any, interest and Additional Amounts, if any, for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required
by law.


 




    	 	111	 



    	 	 	 



    

 


If
the Trustee or Paying Agent is unable to apply any pounds sterling or UK Government Obligations denominated in pounds sterling or a combination
thereof, or in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Issuer has made any payment of principal of, premium on, if any, interest and Additional Amounts,
if any, on, the Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the pounds sterling or UK Government Obligations denominated in pounds sterling or a combination
thereof held by the Trustee or Paying Agent.


 


Article
13.


Miscellaneous


 


Section
13.01 Notices.


 


(a)
Any notice or communication by the Issuer, any Guarantor, the Trustee or the Security Agent to the others is duly given if in writing
and delivered in Person or by first-class mail (registered or certified, return receipt requested), sent by facsimile transmission, sent
by electronic mail, or delivered by overnight air courier guaranteeing next day delivery, to the others’ address:


 


If
to the Issuer, Company and/or any Subsidiary Guarantor:


 


Inspired
Entertainment (Financing) PLC


First
Floor, 107 Station Street


Burton
On Trent, Staffs, DE14 1SZ


United
Kingdom


Email:
stewart.baker@inseinc.com; Carys.Damon@inseinc.com


Attention:
Stewart Baker and Carys Damon


 


with
a copy to (which shall not constitute notice):


 


Sidley
Austin LLP


70
St Mary Axe


London,
EC3A 8BE


United
Kingdom


Facsimile
No.: +44 20 7626 7937


Email:
agrinceri@sidley.com; bberg@sidley.com


Attention:
Alan Grinceri and Beth Berg


 


If
to the Trustee:


 


GLAS
Trustees Limited


45
Ludgate Hill


London
EC4M 7JU


United
Kingdom


Facsimile
No.: +44 (0) 20 3070 0113


Email:
tes@glas.agency


Attention:
Manager Trustee & Escrow Services / Inspired Entertainment


 


If
to the Paying Agent, Registrar or Transfer Agent:


 


GLAS
Trust Company LLC


3
Second Street, Suite 206


Jersey
City NJ 07302


United
States of America


Facsimile
No.: +44 (0) 20 3070 0113


Email:
tes@glas.agency


Attention:
Manager Trustee & Escrow Services / Inspired Entertainment


 




    	 	112	 



    	 	 	 



    

 


If
to the Security Agent:


 


GLAS
Trust Corporation Limited


45
Ludgate Hill


London
EC4M 7JU


United
Kingdom


Facsimile
No.: +44 (0) 20 3070 0113


Email:
tmg@glas.agency


Attention:
Transaction Management Group / Inspired Entertainment


 


The
Issuer, any Guarantor, the Trustee or the Security Agent, by notice to the others, may designate additional or different addresses for
subsequent notices or communications.


 


All
notices and communications (other than those sent to Holders) will be deemed to have been duly given: (i) at the time delivered by hand,
if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when receipt acknowledged,
if transmitted by facsimile or electronic mail; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.


 


Any
notice and communication to be made between any two parties under or in connection with this Indenture may be made or delivered by electronic
mail or other electronic means and, unless and until a party expressly notifies each other party to the contrary, this is deemed to be
an accepted form of communication, and the parties shall (i) notify each other in writing of their electronic mail address and/or any
other information required to enable the sending and receipt of information by that means and (ii) notify each other of any change to
their address or any other such information supplied by them with not less than five Business Days’ notice.


 


Any
electronic communication made between two parties will be effective only when actually received in readable form and (x) in the case
of any electronic communication made to either the Trustee or to an Agent, only if it is addressed in such a manner as the Trustee or
relevant Agent shall specify for this purpose and (y) in the case of any electronic communication to the Trustee or Agent, upon written
confirmation of receipt from the Trustee or applicable Agent (for the avoidance of doubt an automatically generated “received”
or “read” receipt will not constitute written confirmation). Any effective electronic communication received after 5.00 p.m.
in the place of receipt shall not be deemed to become effective until the following Business Day (in the place of receipt).


 


All
notices and communications shall be in the English language or accompanied by a translation into English certified as being a true and
accurate translation. In the event of any discrepancies between the English and other than English versions of such notices or communications,
the English version of such notice or communication shall prevail.


 


(b)
All notices to Holders will be validly given if mailed to them at their respective addresses in the register of the Holders, if any,
maintained by the Registrar. In addition, for so long as the Notes are admitted to trading on the Official List of the Exchange and the
rules and regulations of the Authority so require, notices with respect to the Notes will be published to the extent and in the manner
permitted by such rules and regulations. In addition, for so long as any Notes are represented by Global Notes, all notices to Holders
will be validly given if delivered to Euroclear and Clearstream, which will give such notices to the holders of Book-Entry Interests.


 


(c)
Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates,
on the first date on which publication is made; provided that if notices are mailed, such notice shall be deemed to have been
given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder shall
be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to such Holder if so mailed within
the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee
receives it.


 




    	 	113	 



    	 	 	 



    

 


(d)
If a notice or communication is mailed or published in the manner provided above within the time prescribed, it is duly given, whether
or not the addressee receives it.


 


(e)
If the Issuer mails a notice or communication to Holders or delivers a notice or communication to holders of Book-Entry Interests, it
will mail a copy to the Trustee and each Agent at the same time.


 


Section
13.02 Communication by Holders of Notes with Other Holders of Notes.


 


Holders
may communicate pursuant to the Trust Indenture Act §312(b), as if this Indenture were required to be qualified under the Trust
Indenture Act, with other Holders with respect to their rights under this Indenture or the Notes.


 


Section
13.03 Certificate and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Issuer to the Trustee to take any action under this Indenture (except in connection with the issuance
of the Initial Notes on the Issue Date), the Issuer shall furnish to the Trustee:


 


(1)
an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth
in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(2)
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section
13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section
13.04 Statements Required in Certificate or Opinion.


 


(a)
Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(4)
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


(b)
Any Opinion of Counsel may be based and may state that it is so based, insofar as it relates to factual matters, upon certificates of
public officials or an Officer’s Certificate, unless the counsel signing such Opinion of Counsel knows that the Officer’s
Certificate with respect to the matters upon which such Opinion of Counsel is based are erroneous.


 


Section
13.05 Rules by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


 




    	 	114	 



    	 	 	 



    

 


Section
13.06 Agent for Service; Submission to Jurisdiction; Waiver of Immunities.


 


Each
of the parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this Indenture,
the Notes and any Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities
laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably
waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any
such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each
of the Subsidiary Guarantors hereby appoints the Company as their authorized agent upon whom process may be served in any such suit,
action or proceeding which may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of
Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought
under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly
consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal
jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced
by an agent reasonably acceptable to the Trustee. The Authorized Agent hereby accepts such appointment and agrees to act as said agent
for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments,
that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent
and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and
any Subsidiary Guarantor.


 


Section
13.07 No Personal Liability of Directors, Officers, Employees and Shareholders.


 


No
director, officer, employee, incorporator or shareholder of the Company, the Issuer, any Subsidiary Guarantor or any of their respective
Subsidiaries or Affiliates, as such, shall have any liability for any obligations of the Company, the Issuer or any Subsidiary Guarantor
under the Notes, the Security Documents, this Indenture, the Note Guarantees, the Proceeds Loan Agreement, the Intercreditor Agreement
or any Additional Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws and it is the view of the
SEC that such a waiver is against public policy


 


Section
13.08 Governing Law.


 


THE
LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEES WITHOUT GIVING EFFECT
TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Section
13.09 No Adverse Interpretation of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section
13.10 Successors.


 


All
agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee and the Security Agent
in this Indenture will bind their respective successors. All agreements of any Guarantor in this Indenture will bind its successors,
except as otherwise provided in Section 11.04 hereof.


 




    	 	115	 



    	 	 	 



    

 


Section
13.11 Severability.


 


In
case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.


 


Section
13.12 Counterpart Originals.


 


The
parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the
same agreement.


 


Section
13.13 Table of Contents, Headings, etc.


 


The
Table of Contents, Cross-Reference Table 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 of this Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


Section
13.14 Currency Indemnity.


 


(a)
The pound sterling is the sole currency of account and payment for all sums payable by the Issuer and any Guarantor under or in connection
with the Notes and any Note Guarantees, including damages. Any amount received or recovered in a currency other than pound sterling or,
whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of
the Issuer, any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer
or a Guarantor will only constitute a discharge to the Issuer or such Guarantor, as applicable, to the extent of the pound sterling amount,
which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).


 


(b)
If that pound sterling amount is less than the pound sterling amount expressed to be due to the recipient or the Trustee under any Note,
the Issuer and any Guarantors will indemnify such recipient or the Trustee against any loss sustained as a result of such shortfall.
In any event, the Issuer and any Guarantors will indemnify the recipient or the Trustee on a joint or several basis against the cost
of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter
stated therein for the Holder of a Note or the Trustee to certify in a manner reasonably satisfactory to the Issuer (indicating the sources
of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation
from the Issuer’s and the Guarantors’ other obligations, will give rise to a separate and independent cause of action, will
apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein)
and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any
sum due under any Note, any Note Guarantee or to the Trustee.


 


(c)
Except as otherwise specifically set forth herein, for purposes of determining compliance with any pound sterling-denominated restriction
herein, the Sterling Equivalent amount for purposes hereof that is denominated in a non-pounds sterling currency shall be calculated
based on the relevant currency exchange rate in effect on the date such non-pound sterling amount is Incurred or made, as the case may
be.


 


Section
13.15 Prescription.


 


Claims
against the Issuer or any Guarantor for the payment of principal, or premium, if any, on the Notes will be prescribed ten years after
the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on the Notes will
be prescribed five years after the applicable due date for payment of interest.


 


Section
13.16 Legal Holidays.


 


If
a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall
accrue for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.


 


Section
13.17 Intercreditor Override.


 


Notwithstanding
anything to the contrary in this Indenture, in the event of any conflict between this Indenture or any other Notes Document and the Intercreditor
Agreement or any Additional Intercreditor Agreement, the terms of the Intercreditor Agreement or any Additional Intercreditor
Agreement shall govern and control.


 


[Signatures
on following pages]


 




    	 	116	 



    	 	 	 



    

 


Dated
as of May 20, 2021


 


	 	Inspired
    Entertainment 
	 	(Financing)
    PLC, as Issuer


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Inspired
    Entertainment, Inc., as 
	 	the
    Company and Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	EVP
    and General Counsel


 


	 	DMWSL
    633 Limited, as 
	 	Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	DMWSL
    632 Limited, as 
	 	Guarantor


 


	 	By	/s/
    Carys Damon
	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	DMWSL
    631 Limited, as 
	 	Guarantor


 


	 	By	/s/
    Carys Damon
	 	Name:	Carys
    Damon
	 	Title:	Director


 


[Signature
Page to Indenture]


 




    	 	 	 



    	 	 	 



    

  


	 	Inspired
    Gaming (USA) Inc., as 
	 	Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Gaming
    Acquisitions Limited,
	 	as
    Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Inspired
    Gaming Group
	 	Limited,
    as Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Inspired
    Gaming (Holdings) 
	 	Limited,
    as Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Inspired
    Gaming 
	 	(International)
    Limited, as 
	 	Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Secretary


 


	 	Inspired
    Gaming (UK) Limited,
	 	as
    Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


[Signature
Page to Indenture]


 



    	 



     


    

 





	 	Inspired
    Gaming (Greece) 
	 	Limited,
    as Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


	 	Playnation
    Limited, as 
	 	Guarantor


 


	 	By	/s/
                                            Carys Damon

	 	Name:	Carys
    Damon
	 	Title:	Director


 


[Signature
Page to Indenture]


 









    	 



     


    




 


	Dated
    as of May 20, 2021	 	 
	 	 	 
	 	GLAS
    TRUSTEES LIMITED,
	 	as
    Trustee 
	 	 	 
	 	By	/s/
    Paul Cattermole
	 	Name:	Paul
    Cattermole 
	 	Title:	Authorised
    Signatory
	 	 	 
	 	GLAS
    TRUST COMPANY LLC,
	 	as
    Paying Agent, Registrar and Transfer Agent
	 	 	 
	 	By	/s/
    Yana Kislenko
	 	Name:	Yana
    Kislenko
	 	Title:	Vice
    President
	 	 	 
	 	GLAS
    TRUST CORPORATION LIMITED
	 	as
    Security Agent
	 	 	 
	 	By	/s/
    Paul Cattermole
	 	Name:	Paul
    Cattermole
	 	Title:	Authorized
    Signatory


 


[Signature Page to Indenture]


 




     


     


    

 





Exhibit
A


 


[FORM
OF FACE NOTE]


 


	 	[REGULATION
    S/RULE 144A]
	 	ISIN1:
    [For Regulation S Global Notes: XS2343996919]
	 	[For
    Rule 144A Global Notes: XS2343997131]
	 	Common
    Code: [For Regulation S Global Notes: 234399691]
	 	[For
    Rule 144A Global Notes: 234399713]


 


	No.
    _______	£[_______]


 


7.875%
Senior Secured Notes due 2026


 


THIS
SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED
INSTITUTIONAL BUYER”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR (B) IT IS NOT A “U.S.
PERSON” AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT (“REGULATION S”) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS
PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, [IN THE CASE OF REGULATION S NOTES ONLY: PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE
OF 144A NOTES ONLY: PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY)] ONLY (A) TO THE ISSUER, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO NON-U.S. PERSONS
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW
THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS, AND FURTHER SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE
THAT A CERTIFICATE OF TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THIS
GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE PAYING AGENT OR REGISTRAR
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE PAYING AGENT FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.





 


 








1
Securities information subject to amendment for Additional Notes.


 




    	 	A-1	 



    	 	 	 



    

 


	 	[REGULATION
    S/RULE 144A]
	 	ISIN2:
    [For Regulation S Global Notes: XS2343996919]
	 	[For
    Rule 144A Global Notes: XS2343997131]
	 	Common
    Code: [For Regulation S Global Notes: 234399691]
	 	[For
    Rule 144A Global Notes: 234399713]


 


	No.
    ______	£[_______]


 


7.875%
Senior Secured Notes due 2026


 


Inspired
Entertainment (Financing) PLC


 


Inspired
Entertainment (Financing) PLC (the “Issuer”), a public limited company incorporated under the laws of England and
Wales, with registered office at First Floor, 107 Station Street Burton On Trent, Staffs, DE14 1SZ, United Kingdom, promises to pay to
Banque Internationale à Luxembourg S.A. for Euroclear and Clearstream accounts as nominee of the Common Depositary, or
its registered assigns, the principal sum of £_______________ or such greater or lesser amount as indicated in the schedule of
Exchanges of Interests in the Global Note on June 1, 2026.


 


Issue
Date: May 20, 2021


 


Interest
Payment Dates: June 1 and December 1 of each year, commencing on December 1, 2021.


 


Record
Dates: May 15 and November 15.


 


Rights
of the holders of the Notes are regulated under the Indenture.


 


Reference
is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place.


 


[Signature
pages follow]


 





 



2
Securities information subject to amendment for Additional Notes.


 




    	 	A-2	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Note to be signed manually or by facsimile by the duly authorized officer referred
to below.


 


	 	Inspired
    Entertainment (Financing) PLC
	 	 	 
	 	By	                    
	 	Name:	 
	 	Title:	 


 




    	 	A-3	 



    	 	 	 



    

 





This
is one of the Notes referred to


 


in
the within-mentioned Indenture:


 


Global
Loan Agency Services Limited, not in its personal capacity but in its capacity as Authenticating Agent appointed by the Trustee,
GLAS TRUSTEES LIMITED


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Dated:	 	 


 




    	 	A-4	 



    	 	 	 



    

 


[Back
of Note]


 


7.875%
Senior Secured Notes due 2026


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1) Interest.
Inspired Entertainment (Financing) PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”),
promises to pay or cause to be paid interest on the principal amount of this Note at 7.875% per annum. The Issuer will pay interest,
in cash, semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the date of original issuance
or, if interest has already been paid, from the Interest Payment Date for which interest was most recently paid; provided that
the first Interest Payment Date shall be December 1, 2021. The Issuer will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts
(without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.


 


(2) Method
of Payment. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are Holders of record
of the Notes at the close of business on May 15 and November 15 immediately preceding the related Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest
and Additional Amounts, if any, through the Paying Agent as provided in the Indenture or, at the option of the Issuer, payment of interest
and Additional Amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium
and Additional Amounts, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions
to the Issuer or the Paying Agent. Such payment shall be made in pounds sterling.


 


(3) Paying
Agent, Registrar and Transfer Agent. Initially, GLAS Trust Company LLC will act as Paying Agent, Registrar and Transfer Agent.
Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent.


 


(4) Indenture.


 


(a)
The Issuer issued the Notes under an indenture dated as of May 20, 2021 (the “Indenture”), among, inter alios,
the Issuer, GLAS Trustees Limited as the Trustee and GLAS Trust Corporation Limited as the Security Agent. The Notes are subject to all
terms of the Indenture, and Holders are referred to the Indenture for a statement of such terms. Terms defined in the Indenture and not
defined herein shall have the meanings ascribed to thereto in the Indenture. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


(b)
To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under
the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Notes and the Indenture, any future Guarantors will jointly and severally unconditionally guarantee the obligations
of the Issuer under the Notes and the Indenture pursuant to the terms of the Indenture. Any future Note Guarantees will be subject to
the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. Reference is made to the Indenture for the
terms of any such future Note Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any future
Guarantor shall be required to make any notation on this Note to reflect any future Note Guarantee or any such release, termination or
discharge.


 




    	 	A-5	 



    	 	 	 



    

 


(5) OPTIONAL
REDEMPTION.


 


(a)
Except as set forth in this paragraph 5 and paragraph 6 of the Notes, the Notes are not redeemable at the option of the Issuer.


 


(b)
At any time and from time to time prior to June 1, 2023, the Issuer may redeem the Notes with the Net Cash Proceeds received by the Company
from any Equity Offering occurring after the Issue Date, upon not less than 10 nor more than 60 days’ prior notice to the Holders,
at a redemption price equal to 107.875% plus accrued and unpaid interest to, but not including, the applicable redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate
principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including the principal
amount of any Additional Notes); provided that:


 


(1)
in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and


 


(2)
not less than 50% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains
outstanding immediately thereafter.


 


(c)
At any time prior to June 1, 2023, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 days’
nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium
and accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).


 


For
purposes of this Note:


 


“Applicable
Premium” means, with respect to any Note on any date of redemption, the greater of:


 


	 	(1)	1%
    of the principal amount of such Note; and
	 	 	 
	 	(2)	the
    excess (to the extent positive) of:


 


	 	(a)	the
    present value at such redemption date of (i) the redemption price of such Note at June 1, 2023 (such redemption price (expressed
    in percentage of principal amount), being set forth in paragraph 5(e) of this Note (excluding accrued but unpaid interest to the
    redemption date)), plus (ii) all required interest payments due on such Note to and including such date (excluding accrued but unpaid
    interest), computed upon the redemption date using a discount rate equal to the Gilt Rate at such redemption date plus 50 basis points;
    over
	 	 	 
	 	(b)	the
    outstanding principal amount of such Note, 


 


as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall
    designate. For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the Trustee or
    any Paying Agent.


 




    	 	A-6	 



    	 	 	 



    

 


“Gilt
Rate” means, as of any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date
on which the Notes are defeased or satisfied and discharged, of UK Government Obligations with a fixed maturity (as compiled by the Office
for National Statistics and published in the most recent Financial Statistics that have become publicly available at least two Business
Days in London prior to such date (or, if such statistics are no longer published, any publicly available source of similar market data))
most nearly equal to the period from such date to June 1, 2023; provided that if the period from such date to June 1, 2023 is less than
one year, the weekly average yield on actually traded UK Government Obligations denominated in sterling adjusted to a fixed maturity
of one year shall be used; provided, further, that in no case shall the Gilt Rate be less than zero.


 


(d)
At any time prior to June 1, 2023, the Issuer may redeem during each twelve-month period commencing on the Issue Date up to 10% of the
original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) at its option, upon not less
than 10 days’ nor more than 60 days’ prior notice, at a redemption price equal to 103% of the principal amount redeemed,
plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date).


 


(e)
At any time and from time to time on or after June 1, 2023, the Issuer may redeem the Notes in whole or in part, at its option, upon
not less than 10 days’ nor more than 60 days’ prior notice, at a redemption price equal to the percentage of principal amount
set forth below plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date
(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):


 


	 	 	Redemption
    Prices	 
	From
    June 1, 2023 to May 31, 2024	 	 	103.938	%
	From
    June 1, 2024 to May 31, 2025	 	 	101.969	%
	From
    June 1, 2025 and thereafter	 	 	100.000	%
	 	 	 	 	 



 


(f)
In connection with any tender offer for the Notes including a Change of Control Offer which for the purpose of this paragraph 5(f) shall
be a “tender offer,” if Holders of Notes of not less than 90% in aggregate principal amount of the applicable outstanding
Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer
in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party
will have the right upon not less than ten nor more than 60 days’ prior notice, given not more than 30 days following such tender
offer expiration date, to redeem the Notes that remain outstanding in whole, but not in part, following such purchase at a price equal
to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer, plus, to the extent not
included in the tender offer payment, accrued and unpaid interest thereon, to, but excluding, such redemption date.


 




    	 	A-7	 



    	 	 	 



    

 


(6) Redemption
for Taxation Reasons.


 


(a)
The Issuer may redeem the Notes in whole, but not in part, at any time upon giving not less than 10 days’ nor more than 60 days’
prior written notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the outstanding principal
amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed for redemption (a “Tax
Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result
of the redemption or otherwise, if the Issuer determines in good faith that, as a result of:


 


	 	(1)	any
    change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction
    (as defined below) affecting taxation; or
	 	 	 
	 	(2)	any
    change in or amendment to the general application or an official written position regarding the application, administration or interpretation
    of such laws, treaties, regulations or rulings (including, without limitation, pursuant to a holding, judgment or order by a court
    of competent jurisdiction or change in published administrative practice) of a Relevant Taxing Jurisdiction (each of the foregoing
    in clauses (1) and (2), a “Change in Tax Law”),


 


the
Payor (as defined under Section 4.17 of the Indenture) is, or on the next interest payment date in respect of the Notes would be, required
to pay any Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by
the Issuer or a Guarantor who can make such payment without the obligation to pay Additional Amounts), and such obligation cannot be
avoided by taking reasonable measures available to such Payor (including, for the avoidance of doubt, the appointment of a new Paying
Agent where this would be reasonable). Such Change in Tax Law must be announced and become effective (or, in the case of an amendment
or change described in clause (2) above, become effective or be promulgated, as applicable) on or after the Issue Date (or if the applicable
Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). Notice of redemption
for taxation reasons will be published in accordance with the procedures described under Section 3.02 of the Indenture. Notwithstanding
the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would
be obliged to make such payment of Additional Amounts if a payment in respect of the Notes were then due and (b) unless at the time such
notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice
of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating
that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right
so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable
measures available to it (including, in the case of a Guarantor, that the payment giving rise to such requirement cannot be made by the
Issuer or another Guarantor who can make such payment without the obligation to pay Additional Amounts) and (b) a written opinion of
an independent legal or tax counsel of recognized standing to the effect that the Payor has been or will become obligated to pay Additional
Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate
and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which
event it will be conclusive and binding on the Holders.


 


(b)
The foregoing will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor
is incorporated or organized and/or otherwise considered to be resident for tax purposes or any political subdivision or Governmental
Authority thereof or therein having the power to tax. Any redemption and notice described above will be subject to the receipt by any
Paying Agent of sufficient funds from a Payor to pay the full redemption price payable to Holders on or before the Tax Redemption Date.


 




    	 	A-8	 



    	 	 	 



    

 


(7) Sinking
Fund; Open Market Purchases. The Issuer will not be required to make mandatory redemption payments or sinking fund
payments with respect to the Notes. The Company and its Restricted Subsidiaries may at any time and from time to time effect purchases
of the Notes in the open market, negotiated transactions or otherwise.


 


(8) Notice
of Redemption. So long as the Notes are admitted to trading on the Official List of the Exchange and the rules and regulations
of the Authority so require, any notice of redemption to the Holders of the relevant Notes shall be published to the extent and in the
manner permitted by such rules and regulations, and in addition to such publication, not less than 10 days nor more than 60 days prior
to the redemption date, the Issuer shall mail, or at the expense of the Issuer, cause to be mailed, such notice to Holders by first-class
mail, postage prepaid, at their respective addresses as they appear on the registration books of the relevant Registrar, except that
redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 12 thereof. For Notes which are represented by
Global Notes, all notices may be given to Holders by delivery of the relevant notices to Euroclear and Clearstream for distribution to
Holders.


 


(9) Repurchase
at the Option of the Holder.


 


(a)
If a Change of Control occurs, subject to the terms of the Indenture, each Holder will have the right to require the Issuer to repurchase
all or part (equal to £100,000 aggregate principal amount and integral multiples of £1,000 in excess thereof) of such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding,
the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Issuer shall not be obliged to repurchase Notes as described under Section 4.12
of the Indenture and this paragraph 9 of this Note in the event and to the extent that it has unconditionally exercised its right to
redeem all of the Notes as described under Section 3.07 of the Indenture and has not defaulted in the payment of the applicable redemption
price or all conditions to such redemption have been satisfied or waived. Notices setting forth the procedures governing the Change of
Control Offer shall be given to Holders as required by the Indenture.


 


(b)
In accordance with Section 4.07 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain
events, including certain Asset Dispositions.


 


(10) Denominations,
Transfer, Exchange. The Notes are in registered form without coupons attached in denominations of £100,000 or integral
multiples of £1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and
the Issuer may require a Holder to pay any Taxes in connection with such transfer or exchange. The Issuer need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to
be redeemed or during the period between a record date and the next succeeding interest payment date.


 


(11) Persons
Deemed Owners. The registered holder of a Note may be treated as the owner of it for all purposes.


 




    	 	A-9	 



    	 	 	 



    

 


(12) Amendment,
Supplement and Waiver. Subject to certain exceptions (including the exceptions contained in Section 9.02 of the Indenture),
the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer
for, such Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with
a purchase of, or tender offer or exchange offer for, such Notes). In certain circumstances, the Indenture, the Notes or any Note Guarantees
may be amended or supplemented without the consent of any Holder, including to cure any ambiguity, defect or inconsistency.


 


(13) Defaults
and Remedies. Except as set forth in Section 6.02 of the Indenture, if an Event of Default occurs and is continuing, the Trustee
by notice to the Issuer or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by written notice to the
Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued
and unpaid interest, including Additional Amounts, if any, on all the Notes to be due and payable. If an Event of Default described in
Sections 6.01(a)(7) or 6.01(a)(8) of the Indenture occurs and is continuing in respect of the Company or the Issuer, the principal
of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may require indemnity and/or security satisfactory to it before it enforces
the Indenture or the Notes. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee.


 


(14) Subject
to Intercreditor Agreement. This Note and the Indenture are entered into with the benefit of and subject to the terms of the
Intercreditor Agreement and any Additional Intercreditor Agreement. In the event of any conflict between this Note or the Indenture and
the Intercreditor Agreement or any Additional Intercreditor Agreement, the terms of the Intercreditor Agreement or any Additional
Intercreditor Agreement shall govern and control.


 


(15) Authentication.
This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or an Authenticating Agent.


 


(16) Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).


 


(17) ISIN
and Common Code Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuer has caused ISIN and Common Code numbers to be printed on the Notes, and the
Trustee may use ISIN and Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the
correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may
be placed only on the other identification numbers placed thereon.


 


(18) GOVERNING
LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES
WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 




    	 	A-10	 



    	 	 	 



    

 


The
Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture, the form of Note, the Security Documents,
the Proceeds Loan Agreement, the Intercreditor Agreement or any Additional Intercreditor Agreement. Requests may be made to:


 


Inspired
Entertainment (Financing) PLC


First
Floor, 107 Station Street


Burton
On Trent, Staffs, DE14 1SZ


United
Kingdom


Email:
stewart.baker@inseinc.com; Carys.Damon@inseinc.com


Attention:
Stewart Baker and Carys Damon


 




    	 	A-11	 



    	 	 	 



    

 


ASSIGNMENT
FORM


 


To
assign this Note, fill in the form below:


 


	(I)
    or (we) assign and transfer this Note to:  	________________________________________
	 	(Insert
    assignee’s legal name)



 


	________________________________________________________________________________________________
	(Insert
    assignee’s soc. sec. or tax I.D. no.)
	________________________________________________________________________________________________
	________________________________________________________________________________________________
	________________________________________________________________________________________________
	________________________________________________________________________________________________
	(Print
    or type assignee’s name, address and zip code)


 


and
irrevocably appoint _____________________________________________________________________________


to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


	 	Date:
    	 	 	 


 


	 	Your
    Signature:	
	 	 	(Sign
    exactly as your name appears on the face of this Note)


 


	Signature
    Guarantee*:		 



 


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    	 	A-12	 



    	 	 	 



    

 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Issuer pursuant to Sections 4.07 or 4.12 of the Indenture, check the appropriate
box below:


 


	 	[  ]
    	Section
    4.07 (Asset Disposition)	[  ]	Section
    4.12 (Change of Control)


 


If
you want to elect to have only part of the Note purchased by the Issuer pursuant to Sections 4.07 or 4.12 of the Indenture, state the
amount you elect to have purchased (in denominations of £100,000 or integral multiples of £1,000 in excess thereof):


 


	£		 	 



 


	Date:
    		 	 



 


	 	Your
    Signature:	
	 	 	(Sign
    exactly as your name appears on the face of this Note)
	 	 	 
	 	Tax Identification
    No.:	


 


	Signature
                                            Guarantee*:		 

 


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    	 	A-13	 



    	 	 	 



    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges
of a part of another Global Note or Definitive Registered Note for an interest 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

    officer
    of Registrar or Paying Agent

	 	 	 	 	 	 	 	 	 


 




    	 	A-14	 



    	 	 	 



    

 


Exhibit
B


 


FORM
OF CERTIFICATE OF TRANSFER FOR NOTES


 


Inspired
Entertainment (Financing) PLC


First
Floor, 107 Station Street


Burton
On Trent, Staffs, DE14 1SZ


United
Kingdom


Email:
stewart.baker@inseinc.com; Carys.Damon@inseinc.com


Attention:
Stewart Baker and Carys Damon


 


GLAS
Trust Company LLC, as Registrar


3
Second Street, Suite 206


Jersey
City NJ 07302


United
States of America


Facsimile
No.: +44 (0) 20 3070 0113


Email:
tes@glas.agency


Attention:
Manager Trustee & Escrow Services / Inspired Entertainment


 


Re:
£235,000,000 7.875% Senior Secured Notes due 2026 of Inspired Entertainment (Financing) PLC


 


Reference
is hereby made to the indenture, dated as of May 20, 2021 (the “Indenture”), among, inter alios, Inspired Entertainment
(Financing) PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”) and GLAS
Trustees Limited, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


_____________________,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Notes specified in Annex A hereto,
in the principal amount of £ _______ in such Notes or interests (the “Transfer”), to _________
(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 


[CHECK
ALL THAT APPLY]


 


1.
[  ] Check if Transferee will take delivery of a Book-Entry Interest in the Rule 144A Global Note or a Definitive Registered
Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or the Book-Entry Interest or Definitive Registered Note is being transferred to a Person that the Transferor
or any person acting on its behalf reasonably believed and believes is purchasing the beneficial interest or the Book-Entry Interest
or Definitive Registered Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act to whom notice has been given that the transfer is being made in reliance on Rule 144A in a transaction meeting the
requirements of Rule 144A under the Securities Act and such Transfer is in compliance with any applicable blue sky securities laws of
any state or territory of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or the Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Registered Note and in the Indenture
and the Securities Act.


 




    	 	B-1	 



    	 	 	 



    

 


2.
[  ] Check if Transferee will take delivery of a Book-Entry Interest in the Regulation S Global Note or a Definitive
Registered Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person
in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) for purposes
of (1) a transaction executed pursuant to Rule 903, the transaction was executed in, on or through a physical trading floor of an established
foreign securities exchange that is located outside the United States, or (2) a transaction executed pursuant to Rule 904, the transaction
was executed in, on or through the facilities of a designated offshore securities market and such Transferor or any person acting on
its behalf does not know that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have
been made in connection with the Transfer in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S under
the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act
and (iv) if the proposed transfer is being effected prior to the expiration of a Restricted Period, the transferee is not a U.S. Person,
or for the account or benefit of a U.S. Person (other than a distributor), as such term is defined pursuant to Regulation S of the Securities
Act, and will take delivery only as a Book-Entry Interest so transferred through Euroclear or Clearstream. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject
to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive
Registered Note and in the Indenture and the Securities Act.


 


3.
[  ] Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive
Registered Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected
in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes and pursuant
to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.


 


	 	 
	 	[Insert
    Name of Transferor]


 


	 	By:
    	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Dated:
    	 


 




    	 	B-2	 



    	 	 	 



    

 


ANNEX
A TO CERTIFICATE OF TRANSFER


 


2.
The Transferor owns and proposes to transfer the following:


 


[CHECK
ONE]


 


(a)
[  ] a Book-Entry Interest held through [Euroclear Account No. ________ or Clearstream Banking Account No. ______________]
in the:


 


(i)
[  ] Rule 144A Global Note (ISIN____________), or


 


(ii)
[  ] Regulation S Global Note (ISIN__________); or


 


(b)
[  ] a Rule 144A Definitive Registered Note; or


 


(c)
[  ] a Regulation S Definitive Registered Note,


 


3.
After the Transfer the Transferee will hold:


 


[CHECK
ONE]


 


(a)
[  ] a Book-Entry Interest held through [Euroclear Account No. ________ or Clearstream Banking Account No. ______________]
in the:


 


(i)
[  ] Rule 144A Global Note (ISIN____________), or


 


(ii)
[  ] Regulation S Global Note (ISIN__________); or


 


(b)
[  ] a Rule 144A Definitive Registered Note; or


 


(c)
[  ] a Regulation S Definitive Registered Note, in accordance with the terms of the Indenture.


 




    	 	B-3	 



    	 	 	 



    

 


Exhibit
C


 


FORM
OF CERTIFICATE OF EXCHANGE FOR THE NOTES


 


Inspired
Entertainment (Financing) PLC


First
Floor, 107 Station Street


Burton
On Trent, Staffs, DE14 1SZ


United
Kingdom


Email:
stewart.baker@inseinc.com; Carys.Damon@inseinc.com


Attention:
Stewart Baker and Carys Damon


 


GLAS
Trust Company LLC, as Registrar


3
Second Street, Suite 206


Jersey
City NJ 07302


United
States of America


Facsimile
No.: +44 (0) 20 3070 0113


Email:
tes@glas.agency


Attention:
Manager Trustee & Escrow Services / Inspired Entertainment


 


Re:
£235,000,000 7.875% Senior Secured Notes due 2026 of Inspired Entertainment (Financing) PLC


 


(ISIN____________;
Common Code ____________)


 


Reference
is hereby made to the indenture, dated as of May 20, 2021 (the “Indenture”), among, inter alios, Inspired Entertainment
(Financing) PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”) and GLAS
Trustees Limited, as Trustee.


 


Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


____________,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Notes specified herein, in the principal
amount of £__________ in such Notes or interests (the “Exchange”). In connection with the Exchange, the Owner
hereby certifies that:


 


1. [  ] Check
if Exchange is from Book-Entry Interest in a Global Note for Definitive Registered Notes. In connection with the Exchange of the
Owner’s Book-Entry Interest in a Global Note for Definitive Registered Notes in an equal amount, the Owner hereby certifies that
such Definitive Registered Notes are being acquired for the Owner’s own account without transfer. The Definitive Registered Notes
issued pursuant to the Exchange will bear the Private Placement Legend and will be subject to restrictions on transfer enumerated in
the Indenture and the Securities Act.


 


2. [  ] Check
if Exchange is from Definitive Registered Notes for Book-Entry Interest in a Global Note. In connection with the Exchange of the
Owner’s Definitive Registered Notes for Book-Entry Interest in a Global Note in an equal amount, the Owner hereby certifies that
such Book-Entry Interest in a Global Note are being acquired for the Owner’s own account without transfer. The Book-Entry Interests
transferred in exchange will be subject to restrictions on transfer enumerated in the Indenture and the Securities Act.


 




    	 	C-1	 



    	 	 	 



    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.


 


	 	 
	 	[Insert
    Name of Transferor]

 

	 	By:
    	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Dated:
    	 



 




    	 	C-2	 



    	 	 	 



    

 


ANNEX
A TO CERTIFICATE OF EXCHANGE FOR THE NOTES


 


1.
The Owner owns and proposes to exchange the following:


 


[CHECK
ONE OF (a) OR (b)]


 


(a)
[  ] a Book-Entry Interest held through [Euroclear Account No. ________ or Clearstream Banking Account No.______________] in
the:


 


(i)
[  ] Rule 144A Global Note (ISIN______________), or


 


(ii)
[  ] Regulation S Global Note (ISIN___________); or


 


(b)
(i) [  ] a Rule 144A Definitive Registered Note; or


 


(ii)
[  ] a Regulation S Definitive Registered Note,


 


2.
After the Exchange the Owner will hold:


 


[CHECK
ONE]


 


(a)
[  ] a Book-Entry Interest held through [Euroclear Account No. ________ or Clearstream Banking Account No. ______________]
in the:


 


(i)
[  ] Rule 144A Global Note (ISIN______________), or


 


(ii)
[  ] Regulation S Global Note (ISIN_____________); or


 


(b)
(i) [  ] a Rule 144A Definitive Registered Note; or


 


(ii)
[  ] a Regulation S Definitive Registered Note, in accordance with the terms of the Indenture.


 




    	 	C-3	 



    	 	 	 



    

 


Exhibit
D


 


FORM
OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental
Indenture (this “Supplemental Indenture”),
dated as of ________, among ________, a company organized and existing under the laws of ________ (the “Subsequent
Guarantor”), Inspired Entertainment (Financing) PLC, a public limited company incorporated under the laws of England and Wales
(the “Issuer”), GLAS Trustees Limited, as trustee (the “Trustee”) and GLAS Trust Corporation Limited,
as security agent (the “Security Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture (the Indenture”), dated as of May 20, 2021
(as amended, supplemented or otherwise modified), providing for the issuance of an aggregate principal amount of £235,000,000 of
its 7.875% Senior Secured Notes due 2026 (the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances the Subsequent Guarantor shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Subsequent Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”);
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Issuer and the Trustee are authorized, and the Trustee is hereby directed, to execute
and deliver this Supplemental Indenture.


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Subsequent Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.


 


2.
Agreement to Guarantee. The Subsequent Guarantor hereby agrees to provide an unconditional
Guarantee on the terms and subject to the conditions and limitations set forth in the Indenture, including but not limited to the provisions
of Article 11 thereof, as applicable. [In addition, pursuant to Section 11.02 of the Indenture, the obligations of the Subsequent Guarantor
and the granting of its Note Guarantee shall be limited as follows: [●]].


 


3.
Execution and Delivery. (a) To evidence its Note Guarantee, the Subsequent Guarantor hereby
agrees that this Supplemental Indenture shall be executed on behalf of the Subsequent Guarantor by one of its Directors or Officers.


 


(b)
The Subsequent Guarantor shall not be required to make a notation on the Notes to evidence its Note Guarantee. The Subsequent Guarantor
hereby agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of a notation of such Note Guarantee
on the Notes.


 


(c)
Upon execution of this Supplemental Indenture, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Supplemental Indenture on behalf of the Subsequent Guarantor.


 




    	 	D-1	 



    	 	 	 



    

 


4.
Releases. Each Note Guarantee shall be automatically and unconditionally released and discharged
in accordance with Section 11.04 of the Indenture.


 


5.
No Recourse Against Others. No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Issuer or of any Subsequent Guarantor or any of their respective Subsidiaries or Affiliates, shall have any
liability for any obligations of the Issuer or any Subsequent Guarantor under the Notes, the Indenture, the Note Guarantees, the Security
Documents, the Proceeds Loan Agreement, the Revolving Credit Facility, the Intercreditor Agreement or any Additional Intercreditor Agreement
or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Notes.


 


6.
Incorporation by Reference. Section 13.06 of the Indenture is incorporated by reference
into this Supplemental Indenture as if more fully set out herein.


 


7.
NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


8.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original
signatures for all purposes.


 


9.
Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.


 


10.
The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals
are made solely by the Subsequent Guarantor and the Issuer.


 




    	 	D-2	 



    	 	 	 



    

 


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


 


	Dated:	 ,	 	 	 
	 	 	 	 	 
	 	 	 	[SUBSEQUENT
    GUARANTOR]
	 	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	INSPIRED
    ENTERTAINMENT (FINANCING) PLC
	 	 	 	as
    the Issuer
	 	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	 	Authorized
    Signatory
	 	 	 	 	 
	 	 	 	GLAS
    TRUSTEES LIMITED,
	 	 	 	as
    Trustee
	 	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	 	Authorized
    Signatory
	 	 	 	 	 
	 	 	 	GLAS
    TRUST CORPORATION LIMITED,
	 	 	 	Authorized
    Signatory
	 	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	 	Authorized
    Signatory


 




    	 	D-3	 



    	 	 	 



    

 


Schedule
1


 


SECURITY
DOCUMENTS


 


Security
Documents evidencing first-ranking Liens over substantially all assets of the Guarantors and all claims of the Issuer under the Proceeds
Loan:


 


(1)
The first lien debenture governed by English law, to be entered into on or about the Issue Date, between, amongst others, the Company,
the Issuer and the Subsidiary Guarantors party thereto and the Security Agent.


 


(2)
The pledge and security agreement governed by New York law, to be entered into on or about the Issue Date, between, amongst others, the
Company and the Subsidiary Guarantors party thereto and the Security Agent.


 




    	 	S-1