Exhibit 4.1


 


Execution Version


 





 



 


INDIE SEMICONDUCTOR, INC.


 


AND


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of November 21, 2022


 


4.500% Convertible Senior Notes due 2027


 





 



 






     


     


    

 


TABLE
OF CONTENTS
 





	 	PAGE
	ARTICLE 1

    Definitions
	 
	Section
    1.01.	Definitions	1
	Section
    1.02. 	References to Interest	13
	 	 
	ARTICLE 2 

    Issue, Description, Execution, Registration and Exchange of Notes
	 
	Section
    2.01.	Designation and Amount	13
	Section
    2.02. 	Form of Notes	13
	Section
    2.03.	Date and Denomination of
    Notes; Payments of Interest and Defaulted Amounts	14
	Section
    2.04. 	Execution, Authentication
    and Delivery of Notes	15
	Section
    2.05. 	Exchange and Registration
    of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section
    2.06. 	Mutilated, Destroyed, Lost
    or Stolen Notes	22
	Section
    2.07.	Temporary Notes	23
	Section
    2.08.	Cancellation of Notes Paid,
    Converted, Etc	23
	Section
    2.09. 	CUSIP Numbers	24
	Section
    2.10. 	Additional Notes; Repurchases	24
	 	 
	ARTICLE 3 

    Satisfaction and Discharge
	 
	Section
    3.01. 	Satisfaction and Discharge	24
	 	 
	ARTICLE 4 

    Particular Covenants of the Company
	 
	Section
    4.01.	Payment of Principal and
    Interest	25
	Section
    4.02. 	Maintenance of Office or
    Agency	25
	Section
    4.03. 	Appointments to Fill Vacancies
    in Trustee’s Office	25
	Section
    4.04.	Provisions as to Paying
    Agent	26
	Section
    4.05.	Existence	27
	Section
    4.06.	Rule 144A Information Requirement
    and Annual Reports	27
	Section
    4.07. 	Stay, Extension and Usury
    Laws	29
	Section
    4.08. 	Compliance Certificate;
    Statements as to Defaults	29
	Section
    4.09.	Further Instruments and
    Acts	29
	 	 
	ARTICLE 5 

    Lists of Holders and Reports by the Company and the Trustee
	 
	Section
    5.01.	Lists of Holders	30
	Section
    5.02. 	Preservation and Disclosure
    of Lists	30


 






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	ARTICLE 6 

    Defaults and Remedies
	 
	Section
    6.01.	Events of Default	30
	Section
    6.02.	Acceleration; Rescission
    and Annulment	31
	Section
    6.03.	Additional Interest	32
	Section
    6.04. 	Payments of Notes on Default;
    Suit Therefor	33
	Section
    6.05. 	Application of Monies Collected
    by Trustee	35
	Section
    6.06.	Proceedings by Holders	35
	Section
    6.07. 	Proceedings by Trustee	36
	Section
    6.08.	Remedies Cumulative and
    Continuing	37
	Section
    6.09. 	Direction of Proceedings
    and Waiver of Defaults by Majority of Holders	37
	Section
    6.10.	Notice of Defaults	37
	Section
    6.11. 	Undertaking to Pay Costs	37
	 	 
	ARTICLE 7 

    Concerning the Trustee
	 
	Section
    7.01.	Duties and Responsibilities
    of Trustee	38
	Section
    7.02.	Reliance on Documents,
    Opinions, Etc	40
	Section
    7.03.	No Responsibility for Recitals,
    Etc	41
	Section
    7.04.	Trustee, Paying Agents,
    Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	41
	Section
    7.05.	Monies and Shares of Common
    Stock to Be Held in Trust	42
	Section
    7.06. 	Compensation and Expenses
    of Trustee	42
	Section
    7.07. 	Officers’ Certificate
    as Evidence	42
	Section
    7.08.	Eligibility of Trustee	43
	Section
    7.09. 	Resignation or Removal
    of Trustee	43
	Section
    7.10. 	Acceptance by Successor
    Trustee	44
	Section
    7.11.	Succession by Merger, Etc	44
	Section
    7.12. 	Trustee’s Application
    for Instructions from the Company	45
	 	 
	ARTICLE 8

    Concerning the Holders
	 
	Section
    8.01.	Action by Holders	45
	Section
    8.02. 	Proof of Execution by Holders	46
	Section
    8.03. 	Who Are Deemed Absolute
    Owners	46
	Section
    8.04.	Company-Owned Notes Disregarded	46
	Section
    8.05.	Revocation of Consents;
    Future Holders Bound	47


 






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	ARTICLE 9 

    Holders’ Meetings
	 
	Section
    9.01.	Purpose of
    Meetings	47
	Section
    9.02.	Call of Meetings by Trustee	47
	Section
    9.03. 	Call of Meetings by Company
    or Holders	48
	Section
    9.04.	Qualifications for Voting	48
	Section
    9.05.	Regulations	48
	Section
    9.06.	Voting	49
	Section
    9.07.	No Delay of Rights by Meeting	49
	 	 
	ARTICLE 10 

    Supplemental Indentures
	 
	Section
    10.01.	Supplemental Indentures
    Without Consent of Holders	49
	Section
    10.02.	Supplemental Indentures
    with Consent of Holders	50
	Section
    10.03. 	Effect of Supplemental
    Indentures	51
	Section
    10.04. 	Notation on Notes	51
	Section
    10.05. 	Evidence of Compliance
    of Supplemental Indenture to Be Furnished Trustee	52
	 	 
	ARTICLE 11

    Consolidation, Merger, Sale, Conveyance and Lease
	 
	Section
    11.01.	Company May Consolidate,
    Etc. on Certain Terms	52
	Section
    11.02.	Successor Corporation to
    Be Substituted	52
	Section
    11.03.	Opinion of Counsel to Be
    Given to Trustee	53
	 	 
	ARTICLE 12 

    Immunity of Incorporators, Stockholders, Officers and Directors
	 
	Section
    12.01. 	Indenture and Notes Solely
    Corporate Obligations	53
	 	 
	ARTICLE 13

    [Intentionally Omitted]
	 
	ARTICLE 14 

    Conversion of Notes
	 
	Section
    14.01.	Conversion Privilege	54
	Section
    14.02. 	Conversion Procedure; Settlement
    Upon Conversion	57
	Section
    14.03.	Increased Conversion Rate
    Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice	61
	Section
    14.04. 	Adjustment of Conversion
    Rate	63
	Section
    14.05.	Adjustments of Prices	71
	Section
    14.06.	Shares to Be Fully Paid	71
	Section
    14.07.	Effect of Recapitalizations,
    Reclassifications and Changes of the Common Stock	71
	Section
    14.08.	Certain Covenants	73
	Section
    14.09. 	Responsibility of Trustee	73
	Section
    14.10.	Notice to Holders Prior
    to Certain Actions	73


 






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	Section
    14.11.	Stockholder
    Rights Plans	74
	Section
    14.12. 	Exchange In Lieu Of Conversion	74
	Section
    14.13.	Certain Limitations on
    Settlement	75
	 	 
	ARTICLE 15 

    Repurchase of Notes at Option of Holders
	 
	Section
    15.01.	[Intentionally Omitted]	75
	Section
    15.02.	Repurchase at Option of
    Holders Upon a Fundamental Change	75
	Section
    15.03. 	Withdrawal of  Fundamental
    Change Repurchase Notice	78
	Section
    15.04.	Deposit of Fundamental
    Change Repurchase Price	78
	Section
    15.05.	Covenant to Comply with
    Applicable Laws Upon Repurchase of Notes	78
	 	 
	ARTICLE 16 

    Optional Redemption
	 
	Section
    16.01.	Optional Redemption	79
	Section
    16.02.	Notice of Optional Redemption;
    Selection of Notes	79
	Section
    16.03.	Payment of Notes Called
    for Redemption	80
	Section
    16.04.	Restrictions on Redemption	80
	 	 
	ARTICLE 17 

    Miscellaneous Provisions
	 
	Section
    17.01. 	Provisions Binding on Company’s
    Successors	81
	Section
    17.02. 	Official Acts by Successor
    Corporation	81
	Section
    17.03.	Addresses for Notices,
    Etc	81
	Section
    17.04. 	Governing Law; Jurisdiction	82
	Section
    17.05.	Evidence of Compliance
    with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	82
	Section
    17.06.	Legal Holidays	83
	Section
    17.07. 	No Security Interest Created	83
	Section
    17.08.	Benefits of Indenture	83
	Section
    17.09.	Table of Contents, Headings,
    Etc	83
	Section
    17.10.	Authenticating Agent	83
	Section
    17.11.	Execution in Counterparts	84
	Section
    17.12.	Severability	85
	Section
    17.13. 	Waiver of Jury Trial	85
	Section
    17.14. 	Force Majeure	85
	Section
    17.15.	Calculations	85
	Section
    17.16.	USA PATRIOT Act	85


 


EXHIBIT


 


	Exhibit A	Form of Note		A-1



 




    iv


     


    


 


INDENTURE dated as of November 21, 2022 between
INDIE SEMICONDUCTOR, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section
1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,”
as more fully set forth in ‎Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its 4.500% Convertible Senior Notes due 2027 (the “Notes”), initially in
an aggregate principal amount not to exceed $160,000,000, and in order to provide the terms and conditions upon which the Notes are to
be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


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


 


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


 




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


 


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


 


“Aggregated Person” shall have
the meaning specified in ‎Section 14.13.


 


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


 


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


 


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


 


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


 


“Called Notes” means Notes called
for Optional Redemption pursuant to ‎Article 16 or subject to a Deemed Redemption.


 


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


 


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


 


“Certain Distributions Notification”
shall have the meaning specified in Section 14.01(b)(ii).


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


“Common Stock” means the Class
A common stock of the Company, par value $0.0001 per share, at the date of this Indenture, subject to ‎Section 14.07.


 


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


 


“Company Order” means a written
order of the Company, signed by (a) the Company’s Chief Executive Officer, Chief Financial Officer, President, Executive or Senior
Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title
“Vice President”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s Treasurer
or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office” means
the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located
at U.S. Bank Trust Company, National Association, 60 Livingston Ave, Saint Paul,
MN 55107, Attention: B. Krueger (Indie Semiconductor Inc. Administrator), or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


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


 




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“Daily Conversion Value” means,
for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading
Day and (b) the Daily VWAP for such Trading Day.


 


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


 


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


 


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


 


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


 


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


 


“Deemed Redemption” shall have
the meaning specified in ‎‎‎Section 14.01(b)(v).


 


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


 


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


 


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


 


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


 


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


 




    4


     


    

 


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


 


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


 


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


 


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


 


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


 


“Exempted Fundamental Change”
shall have the meaning specified in ‎‎Section 15.02(f).


 


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


 


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


 


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


 


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


 


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


 


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


 


(b) the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property
or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash,
securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s
Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of
the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common
Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially
the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause
(b);


 




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


 


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


 


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


 


For purposes of this definition, any transaction or event described
in both clause (a) and clause (b) of this definition (without regard to the proviso in clause (b)) shall be deemed to occur solely
pursuant to clause (b) (subject to such proviso).


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


“Interest Payment Date” means
each May 15 and November 15 of each year, beginning on May 15, 2023.


 


“Last Reported Sale Price” of
the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in
composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common
Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale
Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported
by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price”
shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three
nationally recognized independent investment banking firms selected by the Company for this purpose.


 


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


 


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


 


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


 






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“Maturity Date” means November
15, 2027.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Observation Period” with respect
to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to August 15, 2027,
the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;
(ii) with respect to any Called Notes, if the relevant Conversion Date occurs during the related Redemption Period, the 40 consecutive
Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the related Redemption Date; and (iii)
subject to clause (ii), if the relevant Conversion Date occurs on or after August 15, 2027, the 40 consecutive Trading Days beginning
on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum” means
the preliminary offering memorandum dated November 16, 2022, as supplemented by the related pricing term sheet dated November 16, 2022,
relating to the offering and sale of the Notes.


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e) Notes
redeemed pursuant to ‎Article 16; and


 


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


 


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


 


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


 


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


 


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


 




    9


     


    

 


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


 


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


 


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


 


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


 


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


 


“Redemption Period” means, with
respect to any Optional Redemption, the period from, and including, the date on which the Company delivers a Redemption Notice for such
Optional Redemption until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date
(or, if the Company defaults in the payment of the Redemption Price, until the Redemption Price has been paid or duly provided for).


 


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


 


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


 


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


 


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


 




    10


     


    

“Restricted Ownership Percentage”
shall have the meaning specified in ‎Section 14.13.


 


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


 


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


 


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


 


“Scheduled Trading Day” means
a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common
Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day”
means a Business Day.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Specified Fundamental Change”
means a Fundamental Change that constitutes a Merger Event for which the underlying Reference Property consists solely of cash in U.S.
dollars, and pursuant to which, immediately after such Fundamental Change, the Notes become convertible into consideration that consists
solely of U.S. dollars in accordance with Section 14.07.


 


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


 


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


 


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


 




    11


     


    

 


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


 


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


 


“Trading Price” of the Notes
on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000
principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally
recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained
by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid
can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably
obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date,
then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate.


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


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


 


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


 


Article
2

Issue, Description, Execution, Registration and Exchange of
Notes


 


Section 2.01. Designation and Amount. The
Notes shall be designated as the “4.500% Convertible Senior Notes due 2027.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is initially limited to $160,000,000, subject to ‎Section 2.10 and except
for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly
permitted hereunder.


 


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


 


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


 


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


 






    13


     


    

 


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


 


Section 2.03. Date and Denomination of Notes;
Payments of Interest and Defaulted Amounts. The Notes shall be issuable in registered form without coupons in denominations of $1,000
principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from
the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of
twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.


 


(a)
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained
by the Company for such purposes in the contiguous United States of America, which shall initially be the Corporate Trust Office and (y)
in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its
nominee. The Company shall pay (or cause the Paying Agent to pay) interest (i) on any Physical Notes (A) to Holders holding Physical Notes
having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears
in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by
check mailed to each Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Regular Record
Date, by wire transfer in immediately available funds to that Holder’s account within the United States, if such Holder has provided
the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer,
which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global
Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 




    14


     


    

 


(b)
 Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest
per annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from, and
including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at
its election in each case, as provided in clause (i) or (ii) below:


 


(i)
The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed
in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on
each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice,
unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of
such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an earlier
date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered
to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the
special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or
their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable
pursuant to the following clause (ii) of this ‎Section 2.03‎(c).


 


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


 


(iii)
The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted Amounts,
or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed
in such calculation of the Defaulted Amounts.


 


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


 






    15


     


    

 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate
and deliver such Notes, without any further action by the Company hereunder; provided that, the Trustee shall receive an Officers’
Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes.


 


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


 


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


 


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


 


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


 


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


 






    16


     


    

 


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


 


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


 


None of the Company, the Trustee, the Note Registrar
or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion
of any Note is surrendered for conversion, such portion thereof surrendered for conversion, or (ii) any Notes, or a portion of any Note,
surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15 or (iii) any Notes selected for redemption in accordance
with ‎Article 16, except the unredeemed portion of any Note being redeemed in part.


 


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


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 


(2) AGREES
FOR THE BENEFIT OF INDIE SEMICONDUCTOR, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


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


 


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


 


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


 


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


 


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


 






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No transfer of any Note required to bear the legend
above will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.


 


Any Note (or security issued in exchange or substitution
therefor) (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective under
the Securities Act and that continues to be effective at the time of such transfer or (ii) that has been sold pursuant to the exemption
from registration provided by Rule 144 or any similar provision then in force under the Securities Act, shall, upon surrender of such
Note for exchange to the Note Registrar in accordance with the provisions of this ‎Section 2.05, be exchanged for a new Note or
Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this ‎Section 2.05(c)
and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender
any Global Note as to which any of the conditions set forth in clause (i) or (ii) of the immediately preceding sentence have been satisfied,
and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor
shall not bear the restrictive legend specified in this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP number. The
Company shall notify the Trustee in writing promptly after a registration statement, if any, with respect to the Notes or any Common Stock
issued upon conversion of the Notes has been declared effective under the Securities Act.


 


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


 


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


 


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


 






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


 


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


 


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


 


(c)
Any stock certificate or book-entry position representing Common Stock issued upon conversion of a Note shall bear a legend in
substantially the following form (unless (w) such Common Stock has been transferred pursuant to a registration statement that has become
or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, (x) such Common Stock
has been transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, (y) such Common Stock has been issued upon conversion of a Note that has been transferred (I) pursuant to a registration
statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,
or (II) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act,
or (z) otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:(1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 


 






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(2) AGREES
FOR THE BENEFIT OF INDIE SEMICONDUCTOR, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


(d)
Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the
Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold
by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from
the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no
longer being a “restricted security” (as defined under Rule 144). The Company shall cause any Note that is repurchased or
owned by it to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08.


 


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


 


The Trustee or such authenticating agent may
authenticate any such substituted Note and deliver the same upon the receipt of such security and/or indemnity as the Trustee, the
Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee,
the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require
a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith
as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that
became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered
for required repurchase or is about to be converted in accordance with ‎Article 14 shall become mutilated or be destroyed,
lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or
convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may
be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security and/or indemnity as may be required by them to save each of them harmless for any loss,
liability, claim, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft,
evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their
satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 






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


 


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


 


Section 2.08. Cancellation of Notes Paid,
Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment, repurchase (including as described in
‎Article 15 and the penultimate sentence of ‎Section 2.10), redemption, registration of transfer or exchange or
conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries or
Affiliates), to be delivered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in
accordance with its customary procedures upon the Company’s written request. Except for any Notes surrendered for registration
of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be
authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in
accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the
Company, at the Company’s written request in a Company Order.


 






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


 


Section 2.10. Additional Notes; Repurchases.
The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional
Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price
and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that
if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional
Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee
a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to
cover such matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably request. In addition, the Company
may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase
Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer
or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes
so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for
cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon
their repurchase, and upon receipt of a written order from the Company, the Trustee will cancel all the Notes so surrendered.


 


Article
3

Satisfaction and Discharge


 


Section 3.01. Satisfaction and
Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officers’ Certificate cease to
be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the
Company acknowledging satisfaction and discharge of this Indenture and the Notes, when (i) all Notes theretofore authenticated and
delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in
‎Section 2.06) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or
delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date,
any Fundamental Change Repurchase Date, upon conversion or otherwise, cash, shares of Common Stock or a combination thereof, as
applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all
other sums due and payable under this Indenture by the Company; and the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture and the
Notes, or the earlier resignation or removal of the Trustee, the obligations of the Company to the Trustee under ‎Section 7.06
shall survive.


 






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Article
4

Particular Covenants of the Company


 


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


 


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


 


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


 


The Company hereby initially designates the Trustee
as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the contiguous
United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase
or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Corporate
Trust Office shall not be a place for service of legal process on the Company.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(d)
Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed
for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest
or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an
Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.


 


(e)
Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be Paying Agent for the Notes.


 


Section 4.05. Existence. Subject
to ‎Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence; provided that nothing in this Section 4.05 shall be construed as requiring the Company to maintain its corporate
existence in any particular form, such as a corporation, partnership, limited liability company or similar entity.


 


Section 4.06. Rule 144A Information Requirement
and Annual Reports. At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long
as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder,
beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common
Stock pursuant to Rule 144A.


 


(a)
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of
any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with
the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that
the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes
of this ‎Section 4.06(b) at the time such documents are filed via the EDGAR system (or any successor thereto) it being understood
that the Trustee shall not be responsible for determining whether such filings have been made.


 




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(b)
 Delivery of the reports and documents described in subsection ‎(b) above to the Trustee is for informational purposes only,
and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
is entitled to conclusively rely on an Officers’ Certificate). The Trustee shall have no duty to monitor or confirm, on a continuing
basis or otherwise, the Company’s or any other Person’s compliance with any of the covenants hereunder to determine whether
any such reports, information or documents are available on the Commission’s website, the Company’s website or otherwise,
to examine such reports, information, documents and other reports to ensure compliance with the provisions herein, to ascertain the correctness
or otherwise of the information or the statements contained therein or to participate in any conference calls. Notwithstanding anything
to the contrary herein, the Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes
with the Commission, regardless of whether such filings are periodic, supplemental or otherwise.


 


(c)
If, at any time after the date that is six months after the last date of original issuance of the Notes, the Company has failed
to file any report or other materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K)
during the preceding 12 months (or for such shorter period that it was required to file such reports and materials), or the Notes are
not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s
Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or
the terms of this Indenture or the Notes, it being understood and agreed that neither the Notes being assigned a restricted CUSIP number
nor the Notes bearing a restrictive legend prior to their resale in compliance with Rule 144 shall constitute a restriction pursuant to
U.S. securities laws or the terms of this Indenture or the Notes for these purposes), the Company shall pay Additional Interest on the
Notes. Such Additional Interest shall accrue on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding
for each day on which the Company’s failure to file as described above has occurred and is continuing or the Notes are not otherwise
freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates
at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of
this Indenture or the Notes as described in this Section 4.06(d)). As used in this Section 4.06(d), reports or other materials that the
Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include reports
or materials that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 


(d)
[Reserved.]


 


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


 


(f) The Additional Interest that is payable
in accordance with Section 4.06‎(d) shall be in addition to, and not in lieu of, any Additional Interest that may be payable
as a result of the Company’s election pursuant to ‎Section 6.03; provided that in no event shall Additional
Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to file any document or report that the
Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving
effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), together with any Additional Interest
that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating to the
Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 1.00% per
annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such
Additional Interest.


 






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


 


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


 


Section 4.08. Compliance Certificate; Statements
as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning
with the fiscal year ending on December 31, 2022) an Officers’ Certificate stating whether the signers thereof have knowledge of
any Default or Event of Default that occurred during the previous years and, if so, specifying each such Default or Event of Default,
as the case may be, and the nature thereof.


 


In addition, the Company shall deliver to the Trustee
within 30 days after the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such
Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof; provided,
however, that the Company is not required to deliver such Officers’ Certificate in respect of a Default if such Default has
been cured within the applicable grace period (if any) as provided for in this Indenture.


 


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


 






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Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01. Lists of Holders. The Company
covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after each May
1 and November 1 in each year beginning with May 1, 2023, and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely
provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses
of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any
such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting
as Note Registrar.


 


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


 


Article
6

Defaults and Remedies


 


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


 


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


 


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


 


(c)
failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a
Holder’s conversion right and such failure continues for five calendar days following the scheduled settlement date for such conversion;


 


(d)
failure by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section 15.02(c), notice of a Make-Whole
Fundamental Change in accordance with ‎Section 14.03(b) or notice of a specified corporate event in accordance with Section 14.01(b)(ii)
or 14.01(b)(iii), in each case, which failure continues for five calendar days after the date when such notice is due;


 


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


 


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


 






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(g)
default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000
(or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists
or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure
to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration
of acceleration or otherwise, unless such indebtedness is paid or discharged, or such acceleration is rescinded, stayed or annulled, within
a period of 30 calendar days after the written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes
then outstanding has been received by the Company;


 


(h)
a final judgment or judgments for the payment of $35,000,000 (or its foreign currency equivalent) or more (excluding any amounts
covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is not discharged,
bonded, paid, waived or stayed within 60 days after the date on which the right to appeal thereof has expired if no such appeal has commenced,
or the date on which all rights to appeal have been extinguished;


 


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


 


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


 


Section 6.02. Acceleration; Rescission and
Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other
than an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company or any of its
Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to
the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100% of the principal
of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration of
acceleration, the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or
in the Notes to the contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j)
with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued
and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.


 






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


 


Section 6.03. Additional Interest.
Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an
Event of Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b)
shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive
Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day
following the occurrence of such an Event of Default during which such Event of Default is continuing. Subject to the second
immediately succeeding paragraph, Additional Interest payable pursuant to this ‎Section 6.03 shall be in addition to, not in
lieu of, any Additional Interest payable pursuant to ‎Section 4.06(d). If the Company so elects, such Additional Interest
shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day
after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to
such 366th day), the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The
provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default
other than the Company’s failure to comply with its obligations as set forth in ‎‎Section 4.06(b). In the event
the Company does not elect to pay Additional Interest following an Event of Default in accordance with this ‎Section 6.03 or
the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject
to acceleration as provided in ‎Section 6.02.


 






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In order to elect to pay Additional Interest as
the sole remedy during the first 365 days after the occurrence of any Event of Default described in the immediately preceding paragraph,
the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day
period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in ‎Section
6.02.


 


In no event shall Additional Interest payable at
the Company’s election for failure to comply with its obligations as set forth in Section 4.06(b) as set forth in this Section 6.03,
together with any Additional Interest that may accrue as a result of the Company’s failure to file any document or report that the
Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect
to all applicable grace periods thereunder and other than Current Reports on Form 8-K), pursuant to Section 4.06(d), accrue at a rate
in excess of 1.00% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement
to pay such Additional Interest.


 


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


 


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


 






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


 


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


 


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


 


In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to


 


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


 






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


 


First, to the payment of all amounts due
the Trustee (in all of its capacities) under ‎Section 7.06;


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


it being understood and intended, and being expressly
covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have
any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder),
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all
Holders (except as otherwise provided herein). For the protection and enforcement of this ‎Section 6.06, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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


 


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


 






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


 


Section 6.09. Direction of Proceedings and Waiver
of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Notes; provided, however, that such direction shall not
be in conflict with any rule of law or with this Indenture, and the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the
rights of any other Holder (it being understood that the Trustee does not have an obligation to determine if a direction is unduly prejudicial
to the rights of a Holder) or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder
and its consequences except a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption
Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of ‎Section
6.01, a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or a default
in respect of a covenant or provision hereof which under ‎Article 10 cannot be modified or amended without the consent of each Holder
of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this ‎Section
6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 


Section 6.10. Notice of Defaults. The
Trustee shall, within 90 days after receipt by it of written notice of a Default that has occurred and is continuing of which a
Responsible Officer has actual knowledge, deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such
Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in
the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or
accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion,
the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in
the interests of the Holders.


 


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


 






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Article
7

Concerning the Trustee


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(g)
the Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this indenture;


 


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


 






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


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers. Prior to the taking of any action under this Indenture, the Trustee shall
receive indemnification or security satisfactory to it against any loss, liability or expense caused by taking or not taking such action.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


In no event shall the Trustee be liable for any
special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if
the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged
with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual
knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been received by a
Responsible Officer of the Trustee by the Company or by any Holder of the Notes.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Article
8

Concerning the Holders


 


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


 






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Section 8.02. Proof of Execution by Holders.
Subject to the provisions of ‎Section 7.01, ‎Section 7.02 and ‎Section 9.05, proof of the execution of any instrument
by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed
by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or
by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in ‎Section
9.06.


 


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


 


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


 






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


 


Article
9

Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Article
10

Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)
to secure the Notes;


 




    49


     


    

 


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


 


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


 


(g)
to increase the Conversion Rate;


 


(h)
to provide for a successor Trustee;


 


(i)
to irrevocably elect a Settlement Method and/or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement
Method;


 


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


 


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


 


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


 


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


 


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


 


(a)
reduce the amount of Notes whose Holders must consent to an amendment;


 


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


 


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


 


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


 






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


 


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


 


(g)
change the ranking of the Notes; or


 


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


 


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


 


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


 


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


 


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


 






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


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


(a)
the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be (x) a
corporation or (y) if such consolidation, merger, sale, conveyance, transfer or lease constitutes a Specified Fundamental Change and the
Company otherwise complies with its obligations in Article 15, a corporation, partnership, limited liability company or similar entity,
in each case, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and
the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under
the Notes and this Indenture; and


 


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


 


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


 


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


 






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


 


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


 


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 






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Article
13

[Intentionally Omitted]


 


Article
14

Conversion of Notes


 


Section 14.01. Conversion Privilege. Subject
to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such Holder’s
option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such
Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on
the Business Day immediately preceding August 15, 2027 under the circumstances and during the periods set forth in ‎Section 14.01(b),
and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after August 15, 2027 and prior to the close of business
on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 115.5869 shares
of Common Stock (subject to adjustment as provided in this ‎Article 14, the “Conversion Rate”) per $1,000 principal
amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 14.02, the “Conversion Obligation”).


 


(a) Prior to the close of business on the
Business Day immediately preceding August 15, 2027, a Holder may surrender all or any portion of its Notes for conversion at any
time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of
Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of
the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The
Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading
Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the
Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of
Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall
have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such
determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation
Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or
Holders of at least $1,000,000 in principal amount of Notes provides the Company with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the
Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid
Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company
shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last
Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the
Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when
obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid
Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to
make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000
principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and
the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company
shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading
Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98%
of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so
notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), and Holders of Notes shall cease
to be entitled to surrender Notes for conversion pursuant to this Section 14.01(b)(i) unless and until the Trading Price condition
is satisfied again.


 






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(i)
If, prior to the close of business on the Business Day immediately preceding August 15, 2027, the Company elects to:


 


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


 


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


 


then, in either case, the Company shall notify all
Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing (such notification, the
“Certain Distributions Notification”) (x) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for
such issuance or distribution (or, in the case of any such separation of rights issued pursuant to a stockholders rights plan, if
later, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or
will occur) or (y) at least 10 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (provided that,
if the Company provides the Certain Distributions Notification in accordance with this clause (y) but not in accordance with the
immediately preceding clause (x), notwithstanding anything to the contrary in Section 14.02 or any other provision of this
Indenture, the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period from,
and including, the date of such Certain Distributions Notification to, and including, the Record Date for such issuance or
distribution (or the date of the Company’s announcement that such issuance or distribution will not take place) using Physical
Settlement, and the Company shall so notify the Holders of such required Settlement Method in such Certain Distributions
Notification). Once the Company has delivered the Certain Distributions Notification, a Holder may surrender all or any portion of
its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the
Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will
not take place, in each case, even if the Notes are not otherwise convertible at such time.


 






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(ii)
If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of
business on the Business Day immediately preceding August 15, 2027, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange,
or transfer or lease of all or substantially all of its assets (in each case, other than any such transaction solely for the purpose of
changing the Company’s jurisdiction of organization solely within the United States that (x) does not constitute a Fundamental Change
or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of common stock of the surviving entity and such common stock becomes the sole Reference Property for the Notes) that
occurs prior to the close of business on the Business Day immediately preceding August 15, 2027, in each case, pursuant to which the Common
Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion
at any time from or after the effective date of the transaction until 35 Trading Days after the actual effective date of such transaction
or, if such transaction also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business
on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee
and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the date the Company publicly announces
such transaction but in no event later than the effective date of such transaction.


 


(iii)
Prior to the close of business on the Business Day immediately preceding August 15, 2027, a Holder may surrender all or any portion
of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2022
(and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or
not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding
calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine
at the beginning of each calendar quarter commencing after December 31, 2022 whether the Notes may be surrendered for conversion in accordance
with this clause (iv) and shall notify the Holders, the Trustee and
the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv).


 






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(iv)
If the Company calls any Notes for redemption pursuant to ‎Article 16 prior to the close of business on the Business Day
immediately preceding August 15, 2027, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior
to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Called Notes are not otherwise
convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of such Redemption
Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert
such Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the
outstanding Notes pursuant to ‎Article 16 and the Holder of any Note (or any owner of a beneficial interest in any Global Note)
is reasonably not able to determine, before the close of business on the 45th Scheduled Trading Day immediately before the relevant Redemption
Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result
thereof, convertible in accordance with this clause (v)), then such Holder or owner, as applicable, will be entitled to convert such Note
or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day prior to such Redemption
Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled
to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such
conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for
Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert
Called Notes for redemption during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion
Rate for such Called Notes pursuant to ‎‎Section 14.03.


 


Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


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


 


(i)
All conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period and all conversions
for which the relevant Conversion Date occurs on or after August 15, 2027 shall be settled using the same Settlement Method.


 






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(ii)
 Except for any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period,
and any conversions of Notes for which the relevant Conversion Date occurs on or after August 15, 2027, the Company shall use the same
Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement
Method with respect to conversions with different Conversion Dates.


 


(iii)
If, in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses,
as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method
in respect of such Conversion Date (or such period, as the case may be), the Company, shall deliver such Settlement Notice to converting
Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Trading Day immediately
following the relevant Conversion Date (or, in the case of (x) any conversions of Called Notes for which the relevant Conversion Date
occurs during the related Redemption Period, in the related Redemption Notice or (y) any conversions on or after August 15, 2027, no later
than the close of business on August 15, 2027). If the Company does not elect a Settlement Method prior to the deadline set forth in the
immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company
shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000
principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case
of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal
amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but
does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount
per $1,000 principal amount of Notes shall be deemed to be $1,000.


 


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


 


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


 


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


 






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


 


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


 


(vi)
By notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, prior to August 15, 2027,
at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement Method that the
Company is then permitted to elect for all Conversion Dates occurring subsequent to delivery of such notice. Concurrently with providing
notice to all Holders, the Trustee and the Conversion Agent (if other than the Trustee) of an election to irrevocably fix the Settlement
Method, the Company shall promptly file with or furnish to the Commission a Current Report on Form 8-K disclosing, issue a press release
announcing or post on the Company’s website an announcement, that the Company has elected to irrevocably fix the Settlement Method
(and describing such Settlement Method). Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method
theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 14.02. For the avoidance of doubt, such
an irrevocable election, if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to Section
10.01(g). However, the Company may nonetheless choose to execute such an amendment at its option.


 


(b) Subject to ‎Section 14.02(e), before
any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall in the case of a Global Note, comply
with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next
Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h) and in the case of a Physical
Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of
Conversion (or a facsimile, “pdf” or other electronic transmission thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be
converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of
Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed
to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion
Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to the interest
payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h). The Trustee
(and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this ‎Article 14 on the
Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if
such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly
withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 15.03.


 






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


 


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


 


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


 


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


 






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


 


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


 


(h)
Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth
below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled,
extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest
will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after
the close of business on a Regular Record Date, Holders of such Notes at the close of business on such Regular Record Date will receive
the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered
for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following
Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided
that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date;
(2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Business Day immediately
following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after
a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the
extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the
avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest
payment due on the Maturity Date in cash regardless of whether their Notes have been converted following such Regular Record Date.


 


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


 


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


 


Section 14.03. Increased Conversion Rate Applicable
to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice. If (x) the Effective Date of
a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company gives a Redemption Notice with respect to any or
all of the Notes in accordance with ‎Section 16.02 and, in each case, a Holder elects to convert its Notes in connection with such
Make-Whole Fundamental Change or to convert its Called Notes in connection with such Redemption Notice, as the case may be, the Company
shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of
additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed
for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received
by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the close of
business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of an Exempted Fundamental
Change or Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition
thereof, the close of business on the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change)
(such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes
to be “in connection with” a Redemption Notice if such Notes are Called Notes with respect to such Redemption Notice and the
relevant Conversion Date occurs during the related Redemption Period.


 


(a)
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Redemption Notice, the Company shall,
at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance
with ‎Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described
in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed
entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation
shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal
amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock
Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day following the Conversion Date.
The Company shall notify the Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Effective
Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after
such Effective Date.


 






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(b)
 The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the
table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice,
as the case may be, (in each case, the “Effective Date”) and the price (the “Stock Price”) paid
(or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or with respect to the Optional Redemption,
as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental
Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise,
the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on,
and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the date of the Redemption
Notice, as the case may be. In the event that a conversion would be deemed to be “in connection with” a Redemption Notice
pursuant to Section 14.03(a) and would also be deemed to be “in connection with” a Make-Whole Fundamental Change pursuant
to Section 14.03(a), a Holder of the Notes to be converted shall be entitled to a single increase to the Conversion Rate with respect
to the first to occur of (i) the Effective Date of the Redemption Notice and (ii) the Effective Date of the applicable Make-Whole Fundamental
Change, and the later event shall be deemed not to have occurred for purposes of this ‎Section 14.03 for purposes of such converted
Notes. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any
adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend
Date, Effective Date (as such term is used in ‎Section 14.04) or expiration date of the event occurs during such five consecutive
Trading Day period.


 


(c)
The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate
of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the
Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in
the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section 14.04.


 


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


 


	 	Stock Price 
	Effective Date	 	$6.655	 	 	$7.00	 	 	$7.75	 	 	$8.65	 	 	$9.00	 	 	$9.50	 	 	$10.00	 	 	$11.25	 	 	$12.00	 	 	$15.00	 	 	$20.00	 	 	$30.00	 	 	$40.00	 	 	$50.00
	November 21, 2022 	 	 	34.6760	 	 	 	31.7757	 	 	 	26.5781	 	 	 	21.8324	 	 	 	20.3156	 	 	 	18.4000	 	 	 	16.7340	 	 	 	13.4062	 	 	 	11.8433	 	 	 	7.5833	 	 	 	4.0060	 	 	 	1.2227	 	 	 	0.2758	 	 	 	0.0000
	November 15, 2023 	 	 	34.6760	 	 	 	31.7757	 	 	 	26.3084	 	 	 	21.2116	 	 	 	19.6044	 	 	 	17.5958	 	 	 	15.8680	 	 	 	12.4800	 	 	 	10.9225	 	 	 	6.8053	 	 	 	3.5155	 	 	 	1.0493	 	 	 	0.2235	 	 	 	0.0000
	November 15, 2024 	 	 	34.6760	 	 	 	31.6029	 	 	 	25.3342	 	 	 	19.8405	 	 	 	18.1444	 	 	 	16.0526	 	 	 	14.2820	 	 	 	10.9058	 	 	 	9.4033	 	 	 	5.6227	 	 	 	2.8240	 	 	 	0.8220	 	 	 	0.1563	 	 	 	0.0000
	November 15, 2025 	 	 	34.6760	 	 	 	30.3014	 	 	 	23.2606	 	 	 	17.3064	 	 	 	15.5267	 	 	 	13.3811	 	 	 	11.6160	 	 	 	8.4107	 	 	 	7.0675	 	 	 	3.9667	 	 	 	1.9440	 	 	 	0.5537	 	 	 	0.0790	 	 	 	0.0000
	November 15, 2026 	 	 	34.6760	 	 	 	28.2243	 	 	 	19.7871	 	 	 	13.0798	 	 	 	11.2067	 	 	 	9.0642	 	 	 	7.4160	 	 	 	4.7564	 	 	 	3.7942	 	 	 	1.9600	 	 	 	0.9855	 	 	 	0.2817	 	 	 	0.0195	 	 	 	0.0000
	November 15, 2027 	 	 	34.6760	 	 	 	27.2700	 	 	 	13.4452	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000




 






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


 


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


 


(ii)
if the Stock Price is greater than $50.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


(iii)
if the Stock Price is less than $6.655 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall
the Conversion Rate per $1,000 principal amount of Notes exceed 150.2629 shares of Common Stock, subject to adjustment in the same manner
as the Conversion Rate pursuant to ‎Section 14.04.


 


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


 


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


 


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


 





where,


 


 





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



 


 


 






    63


     


    

 





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



 


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


 


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


 





 


where,


 


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


 


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


 


For purposes of this ‎Section 14.04(b) and
for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders of the Common
Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the Last Reported
Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall
be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise
or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.


 


(c)
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock,
excluding dividends, distributions or issuances as to which an adjustment was effected pursuant to ‎Section 14.04(a) or ‎Section
14.04(b), dividends or distributions paid exclusively in cash as to which the provisions set forth in ‎Section 14.04(d) shall apply,
(iii) payments in respect of tender or exchange offers as to which an adjustment was effected pursuant to Section 14.04(e), (iv) distributions
of Reference Property upon conversion of, or in exchange for, the Common Stock in a Merger Event, (v) Spin-Offs as to which the provisions
set forth below in this ‎Section 14.04(c) shall apply and (vi) except as otherwise described in Section 14.11, rights issued pursuant
to any stockholders rights plan of the Company then in effect (any of such shares of Capital Stock, evidences of indebtedness, other assets
or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”),
then the Conversion Rate shall be increased based on the following formula:


 





where,


 





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



 









    64


     


    

  


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


 


Any increase made under the portion of this ‎Section
14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution
is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution
had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0”
(as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount
thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind
of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion
Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above)
of any distribution for purposes of this ‎Section 14.04(c) by reference to the actual or when-issued trading market for any securities,
it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common
Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date
for such distribution.


 


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


 





 


where,


 


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


 






    65


     


    

 


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


 


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


 






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


 


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


 


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


 


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


 


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


 





 


where,


 


	CR0	=	 the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR'	=	 the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;



 






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	SP0	 =	the Last Reported Sale Price of the Common Stock on
the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
	 	 	 
	C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.


 


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


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to
the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender
or exchange offer expires;
	 	 	 
	CR'	 =	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	 =	the aggregate value of all cash and any other consideration
(as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 	 
	OS0	 =	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);


 


 





 






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	OS'	 =	the number of shares of Common Stock outstanding immediately
after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for
purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP'	=	the average of the Last Reported Sale Prices of the
Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender
or exchange offer expires.


 


The increase to the Conversion Rate under this
‎Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading
Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for
which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and
including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th”
in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading
Day next succeeding the date that such tender or exchange offer expires to, and including, the Conversion Date in determining the Conversion
Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading
Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and including,
the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th”
in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading
Day next succeeding the expiration date of such tender or exchange offer to, and including, such Trading Day in determining the Conversion
Rate as of such Trading Day.


 


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


 


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


 






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(h) In
addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this
‎Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any
of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for
a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best
interest. In addition, to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of
the Company’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution
of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased
pursuant to either of the preceding two sentences, the Company shall deliver to the Holder of each Note, the Trustee and the
Conversion Agent (if other than the Trustee) a notice of the increase at least 15 days prior to the date the increased Conversion
Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.


 


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


 


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


 


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


 


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


 


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


 


(v)
for accrued and unpaid interest, if any;


 


(vi)
upon the repurchase of any shares of Common Stock or warrants pursuant to an open-market share repurchase program or other buy-back
transaction, including through any structured or derivative transaction such as accelerated share repurchase derivative or similar forward
derivative, that is not a tender offer or exchange offer of the nature described under clause (e) of this Section 14.04;


 


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


 


(viii)
upon the issuance of shares of Common Stock (other than any issuances to which clause (a), (b) or (c) of this Section 14.04 apply)
at a price below the Conversion Price.


 




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


 


(k)
If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than 1% to the
Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer such adjustment, except that all such deferred
adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred adjustments would
result in an aggregate change of at least 1% to the Conversion Rate; (ii) the Conversion Date of, or any Trading Day of an Observation
Period for, any Note; (iii) the effective date of any Fundamental Change and/or Make-Whole Fundamental Change; (iv) any date the Company
delivers a Redemption Notice; and (v) August 15, 2027.


 


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


 


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


 


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


 


Section 14.06. Shares to Be Fully Paid.
The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient
shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery
of the maximum number of Additional Shares pursuant to ‎Section 14.03 and that at the time of computation of such number of shares,
all such Notes would be converted by a single Holder and that Physical Settlement were applicable).


 


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


 


(a)
In the case of:


 


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


 


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


 


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


 


(iv)
any statutory share exchange,


 






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in each case, as a result of which the Common Stock
would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof)
(any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert
each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount
of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number
of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive
(the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of
Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective
time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental
indenture permitted under ‎Section 10.01(h) providing for such change in the right to convert each $1,000 principal amount of Notes;
provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have the right
to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section
14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue to be
payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in
accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number
of shares of Common Stock would have been entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based
on the value of a unit of Reference Property.


 


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


 


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


 


(b)
When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company
shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made
with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders.
The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)
Merger Event; or


 


(c)
 voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries;


 






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then, in each case (unless notice of such event is otherwise required
pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other
than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 20 days prior to the applicable
date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company
or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined
for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation
or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation
or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company
or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.


 


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


 


Section 14.12. Exchange In Lieu Of Conversion.
 When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes
to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange
in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to
timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares
of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to ‎Section 14.02 (the
“Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before the close of business
on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than
the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall
notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion
Consideration to be paid and/or delivered, as the case may be.


 





(a)
 Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to applicable procedures of the
Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver,
as the case may be, the related Conversion Consideration, or if such Designated Financial Institution does not accept the Notes for exchange,
the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration as, and at the time, required pursuant
to this Indenture as if the Company had not made the Exchange Election.


 


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


 






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Section 14.13. Certain Limitations on Settlement.
For so long as the Common Stock is registered under the Exchange Act, a beneficial owner of Notes shall not be entitled to receive shares
of Common Stock upon conversion of any Notes at any time when the aggregate number of shares of Common Stock that may be acquired by such
beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned,
directly or indirectly, by such beneficial owner and each person subject to aggregation of Common Stock with such beneficial owner under
Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”)
(other than by virtue of the ownership of securities or rights to acquire securities that have limitations on such beneficial owner’s
or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations
promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total
issued and outstanding shares of Common Stock; provided that if such beneficial owner is so prevented from receiving any shares
of Common Stock to which it would otherwise be entitled, the Company’s obligation to deliver such shares of Common Stock shall not
be extinguished, and the Company shall deliver such shares of Common Stock (or designated portion thereof) within three business days
following delivery of written notice from the converting beneficial owner to the Company that receipt of such shares (or any designated
portion thereof) would not be prohibited by this Section 14.13.


 


Under no circumstances shall the Trustee or the
Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise
take any action with respect to the restrictions set forth in this Section 14.13.


 


Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. [Intentionally Omitted]


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


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


 


(i)
the events causing the Fundamental Change;


 


(ii)
the date of the Fundamental Change;


 


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


 


(iv)
the Fundamental Change Repurchase Price;


 


(v)
the Fundamental Change Repurchase Date;


 


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


 


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


 






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


 


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


 


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


 


At the Company’s written
request, which shall be provided at least 3 Business Days before such notice is to be sent (or such shorter period as shall be acceptable
to the Trustee), the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided,
however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


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


 


(d)
Notwithstanding anything to the contrary in this Article 15, the Company shall not be required to repurchase, or to make an offer
to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise
in compliance with the requirements for an offer made by the Company as set forth in this Article 15 (including, without limitation, the
requirement to comply with applicable securities laws as set forth in this Indenture) and such third party purchases all Notes properly
surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements
for an offer made by the Company as set forth above (including the requirement to pay the Fundamental Change Repurchase Price on the later
of the applicable Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the relevant Notes); provided
that the Company shall continue to be obligated to (x) deliver the applicable Fundamental Change Company Notice to the Holders, the Trustee
and the Paying Agent (which Fundamental Change Company Notice shall state that such third party will make such an offer to purchase the
Notes) and to simultaneously with such Fundamental Change Company Notice publish a notice containing such information on the Company’s
website or through such other public medium as the Company may use at that time, (y) comply with securities laws applicable to the Company
as set forth in this Indenture in connection with any such purchase and (z) pay the applicable Fundamental Change Repurchase Price on
the later of the applicable Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the relevant Notes in
the event such third party fails to make such payment in such amount at such time.


 


(e) Notwithstanding anything to the contrary
in this ‎Section 15.02, the Company shall not be required to send a Fundamental Change Company Notice, or offer to repurchase
or repurchase any Notes, as set forth in this ‎‎Article 15, in connection with a Fundamental Change occurring pursuant
to clause (b)(A) (or pursuant to clause (a) that also constitutes a Fundamental Change occurring pursuant to clause (b)(A)) of the
definition thereof, if: (i) such Fundamental Change constitutes a Merger Event whose Reference Property consists entirely of cash in
U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible (pursuant to ‎‎Section 14.07
and, if applicable, ‎Section 14.03) into consideration that consists solely of U.S. dollars in an amount per $1,000 principal
amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal amount of Notes (calculated
assuming that the same includes the maximum amount of accrued interest payable as part of the Fundamental Change Repurchase Price);
and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to ‎‎Section
14.01(b)(iii). Any Fundamental Change with respect to which, in accordance with the provisions described in this ‎Section
15.02(f), the Company does not offer to repurchase any Notes is referred to as herein as an “Exempted Fundamental
Change.”


 






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


 


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


 


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


 


(iii)
the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion
must be in minimum denominations of $1,000 or a multiple in excess thereof;


 


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


 


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


 





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


 


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


 


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


 


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


 






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


 


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


 


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


 


Article
16

Optional Redemption


 


Section 16.01. Optional Redemption. No sinking
fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to November 20, 2025. On or after November 20,
2025, the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial
Redemption Limitation), at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion
Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including
the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides
the Redemption Notice in accordance with ‎Section 16.02.


 


Section 16.02. Notice of Optional
Redemption; Selection of Notes. In case the Company exercises its Optional Redemption right to redeem all or, as the case may
be, any portion of the Notes pursuant to ‎Section 16.01, it shall fix a date for redemption (each, a “Redemption
Date”) and it or, at its written request received by the Trustee not less than 55 Scheduled Trading Days prior to the
Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense
of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption
Notice”) not less than 50 nor more than 70 Scheduled Trading Days prior to the Redemption Date to the Paying Agent (if
other than the Trustee), the Conversion Agent (if other than the Trustee) and each Holder of Notes so to be redeemed as a whole or
in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of the
Redemption Date to the Trustee. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date that
falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. The Company shall not, and the Company
shall not be permitted to, send a Redemption Notice so long as, as of the date of the Redemption Notice, the Company shall have
failed to file all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (after
giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), during the preceding 12 months
(or for such shorter period that it was required to file such reports and materials).


 


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


 


(b)
Each Redemption Notice shall specify:


 


(i)
the Redemption Date;


 


(ii)
the Redemption Price;


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


A Redemption Notice shall be irrevocable.


 


(c)
If the Company elects to redeem fewer than all of the outstanding Notes, at least $50,000,000 aggregate principal amount of Notes
must be outstanding and not subject to Optional Redemption as of the date of delivery of the relevant Notice of Redemption (such requirement,
the “Partial Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemed, the Notes to be
redeemed will be selected according to the applicable procedures of the Depositary, in the case of Notes represented by a Global Note,
or, in all other cases, the Trustee shall select the Notes or portions thereof of a Global Note or the Notes in certificated form to be
redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers
to be fair and appropriate. If any Note selected for partial redemption is submitted for conversion in part after such selection, the
portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption.


 


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


 


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


 


(b)
Upon surrender of a Note that is to be redeemed in part pursuant to ‎‎Section 16.02, the Company shall execute and
the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unredeemed
portion of the Note surrendered.


 


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


 






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Article
17


 


Miscellaneous Provisions


 


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


 


Section 17.02. Official Acts by Successor Corporation.
Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer
of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation
or other entity that shall at the time be the lawful sole successor of the Company.


 


Section 17.03. Addresses for Notices, Etc.
Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders
on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the
Trustee) to indie Semiconductor, Inc., 32 Journey, Aliso Viejo, CA 92656, Attention: Chief Legal Officer, with a copy (which shall not
constitute notice) to O’Melveny & Myers LLP, 610 Newport Center Drive, 17th Floor, Newport Beach, CA 92660, Attention: Mark
D. Peterson and Ryan Coombs. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office.


 


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


 


Any notice or communication delivered or to be
delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the
Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or
to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall
be sufficiently given to it if so delivered within the time prescribed. Notwithstanding any other provision of this Indenture or any Note,
where this Indenture or any Note provides for notice of any event (including any Fundamental Change Company Notice) to a Holder of a Global
Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to
the standing instructions from the Depositary or its designee, including by electronic mail in accordance with the Depositary’s
applicable procedures.


 


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


 




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


 


Section 17.04. Governing Law; Jurisdiction.
THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE.


 


The Company irrevocably consents and agrees, for
the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect
to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the
courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until
amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect
of its properties, assets and revenues.


 


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


 


Section 17.05. Evidence of Compliance with Conditions
Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture (other than the initial authentication of Notes under this Indenture), the Company
shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action
is permitted by the terms of this Indenture.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


__________________________,

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

in the within-named Indenture.


 


By: ____________________

Authorized Officer


 


Section 17.11. Execution in
Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Indenture or any document to
be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the
U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, including, without limitation, DocuSign and AdobeSign) or other transmission method or electronic format (including, without
limitation, “pdf,” “tif” or “jpg”) and any counterpart so delivered shall be of the same legal
effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act (N.Y. State Tech.
§§ 301-309), as amended from time to time, and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code, and the parties hereto consent to conduct the
transactions contemplated hereunder by electronic means. All notices, approvals, consents, requests and any communications hereunder
must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed
manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to
the Trustee by the authorized representative), in English). The Company agrees to assume all risks arising out of the use of using
digital signatures and electronic methods to submit communications to the Trustee, including, without limitation, the risk of the
Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.


 






    84


     


    

 


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


 


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


 


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


 


Section 17.15. Calculations. Except as otherwise
provided herein, the Company shall be responsible for making all calculations called for under this Indenture and the Notes. These calculations
include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the Trading Price of the
Notes (for purposes of Section 14.01(b)), the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest
payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest
error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations
to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and Conversion Agent is entitled
to rely conclusively upon the accuracy of the Company’s calculations without independent verification (and neither the Conversion
Agent nor the Trustee will have any responsibility for such calculations). The Trustee will forward the Company’s calculations to
any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company. For the avoidance of doubt, the Trustee
shall not have any obligation to verify the calculation of the accrued and unpaid interest on the Notes.


 


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


 


[Remainder of page intentionally
left blank]


 




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


 


	 	INDIE SEMICONDUCTOR, INC.
	 	 	 
	 	By:	/s/ Thomas Schiller
	 	 	Name:	Thomas Schiller
	 	 	Title:	Chief Financial Officer and EVP of Strategy


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Benjamin J. Krueger
	 	 	Name: 	Benjamin J. Krueger
	 	 	Title:	Vice President


 


[Signature Page to Indenture]


 




     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF
A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF
A RESTRICTED SECURITY]


 


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


 


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


 


(2) AGREES FOR THE
BENEFIT OF INDIE SEMICONDUCTOR, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


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


 


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


 


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


 


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


 





AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


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


 


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


 




    A-1


     


    

 


INDIE SEMICONDUCTOR, INC.



4.500% Convertible Senior Note due 2027


 





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



 


indie Semiconductor, Inc., a corporation duly
organized and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor
corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE
& CO.]2 [_______]3,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4
[of $[_______]]5, which amount,
taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $160,000,000
in aggregate at any time, in accordance with the rules and procedures of the Depositary, on November 15, 2027, and interest thereon as
set forth below.


 


This Note shall bear interest at the rate of 4.500%
per year from November 21, 2022, or from the most recent date to which interest had been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until November 15, 2027. Interest is payable semi-annually in arrears on each May 15 and November 15,
commencing on May 15, 2023, to Holders of record at the close of business on the preceding May 1 and November 1 (whether or not such day
is a Business Day), respectively. Additional Interest will be payable as set forth in ‎Section 4.06(d) and ‎Section 6.03 of
the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional
Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such ‎Section 4.06(d) or ‎Section
6.03, as the case may be, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


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


 


The Company shall pay or cause the Paying
Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global Note, by wire transfer in
immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided
in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are
Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee
as its Paying Agent and Note Registrar in respect of the Notes and its agency in the contiguous United States of America as a place
where Notes may be presented for payment or for registration of transfer and exchange.


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left blank]


 










 






	1	Include if a global note.



	2	Include if a global note.



	3	Include if a physical note.



	4	Include if a global note.



	5	Include if a physical note.



 




    A-2


     


    

 


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


 


	 	INDIE SEMICONDUCTOR, INC.
	 	 
	 	By:	 
	 	 	Name:	                
	 	 	Title:	


 


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

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

in the within-named Indenture.


 





	By:	              	 
	Authorized Signatory	 



 


[Signature Page to Global Note]





 




     


     


    

 


[FORM OF REVERSE OF NOTE]


 


INDIE SEMICONDUCTOR, INC.

4.500% Convertible Senior Note due 2027


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its 4.500% Convertible Senior Notes due 2027 (the “Notes”), limited to the aggregate
principal amount of $160,000,000 all issued or to be issued under and pursuant to an Indenture dated as of November 21, 2022 (the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall
have the respective meanings set forth in the Indenture.


 


In case certain Events of Default shall have occurred
and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate
principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions and certain exceptions set forth in the Indenture.


 


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


 


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


 


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


 




    R-1


     


    

 


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


 


The Notes shall be redeemable at the Company’s
option on or after November 20, 2025 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking
fund is provided for the Notes.


 


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


 


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


 






    R-2


     


    

 





ABBREVIATIONS


 


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


 


TEN COM = as tenants in common 


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties 




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






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


 


 




    R-3


     


    

 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES



INDIE SEMICONDUCTOR, INC.

4.500% Convertible Senior Notes due 2027


 


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


 


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



 





 






	6	Include if a global note.



 



    A-1


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


INDIE SEMICONDUCTOR, INC.

4.500% Convertible Senior Notes due 2027


 


To: U.S. Bank Trust Company, National Association


60 Livingston Ave, Saint Paul, MN 55107


Attention: Benjamin Krueger (Indie Semiconductor,
Inc. Administrator)


 


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


 


Dated: ___________________________________________________


 


________________________________


Signature(s)


___________________________


Signature Guarantee


 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or




 




    1


     


    

 


Notes are to be delivered, other than

to and in the name of the registered holder.


 


Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


_________________________


(Name)


 


_________________________


(Street Address)


 


_________________________


(City, State and Zip Code)


Please print name and address


 


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


 


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


 


_________________________


Social Security or Other Taxpayer

Identification Number


 


 




    2


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


INDIE SEMICONDUCTOR, INC.

4.500% Convertible Senior Notes due 2027


 


To: U.S. Bank Trust Company, National Association


60 Livingston Ave, Saint Paul, MN 55107


Attention: Benjamin Krueger (Indie Semiconductor,
Inc. Administrator)


 


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


 


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


 


Dated: _____________________


 


________________________________


Signature(s)


 


 


_________________________


Social Security or Other Taxpayer

Identification Number


 


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


 


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


 




    1


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


In connection with any transfer of the within Note, the undersigned
confirms that such Note is being transferred:


 


☐ To indie Semiconductor, Inc. or a subsidiary thereof;
or


 


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


 


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


 


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


 


Dated: ________________________


 


_____________________________________


 


_____________________________________


Signature(s)


 


_____________________________________


Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 


 


1