Exhibit 4.7


 





 



 





VERTICAL AEROSPACE LTD.

as Issuer,


 


THE GUARANTORS PARTY HERETO,


as Guarantors,


 


and


 


U.S. BANK NATIONAL ASSOCIATION


as Trustee and Collateral Agent


 







 



 


INDENTURE


 


Dated as of [ ● ], 2021


 







 



 


7.00% / 9.00% Convertible Senior Secured PIK Toggle
Notes due 2026





 


 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1.     Definitions; Rules of
    Construction	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	34
	Section 1.03.	Rules of Construction	35
	Section 1.04.	[Reserved]	35
	Section 1.05.	Limited Condition Transactions	36
	 	 	 
	Article 2.      The Notes	37
	 	 	 
	Section 2.01.	Form, Dating and Denominations	37
	Section 2.02.	Execution, Authentication and Delivery	38
	Section 2.03.	Initial Notes and Additional Notes	39
	Section 2.04.	Method of Payment	39
	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	40
	Section 2.06.	Registrar, Paying Agent and Conversion Agent	42
	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	43
	Section 2.08.	Holder Lists	43
	Section 2.09.	Legends	43
	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	44
	Section 2.11.	Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption	47
	Section 2.12.	[Reserved]	48
	Section 2.13.	Replacement Notes	48
	Section 2.14.	Registered Holders; Certain Rights with Respect to Global Notes	48
	Section 2.15.	Cancellation	48
	Section 2.16.	Notes Held by the Company or its Affiliates	48
	Section 2.17.	Temporary Notes	48
	Section 2.18.	Outstanding Notes	49
	Section 2.19.	Repurchases by the Company	49
	Section 2.20.	CUSIP, ISIN and Common Code Numbers	49
	Section 2.21.	Registration Rights Agreement	49
	Section 2.22.	Listing	50
	 	 	 
	Article 3.      Covenants	50
	 	 	 
	Section 3.01.	Payment on Notes	50
	Section 3.02.	Exchange Act Reports	50
	Section 3.03.	Rule 144A Information	50
	Section 3.04.	[Reserved]	51
	Section 3.05.	Compliance and Default Certificates	51
	Section 3.06.	Stay, Extension and Usury Laws	51
	Section 3.07.	Acquisition of Notes by the Company and its Affiliates	51


 






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	Section 3.08.	Limitation on Incurrence of Indebtedness for Borrowed Money	51
	Section 3.09.	Limitation on Liens Securing Indebtedness	52
	Section 3.10.	Limitation on Asset Sales	52
	Section 3.11.	Limitation on Transactions with Affiliates	53
	Section 3.12.	Limitation on Restricted Payments	55
	Section 3.13.	Retention of Cash	61
	Section 3.14.	Additional Amounts	61
	Section 3.15.	Guarantors	64
	Section 3.16.	Material IP	64
	 	 	 
	Article 4.      Repurchase and
    Redemption	64
	 	 	 
	Section 4.01.	No Sinking Fund	64
	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	64
	Section 4.03.	Right of the Company to Redeem the Notes	68
	Section 4.04.	Optional Redemption for Changes in the Tax Laws of the Relevant Jurisdiction	71
	 	 	 
	Article 5.     Conversion	74
	 	 	 
	Section 5.01.	Right to Convert	74
	Section 5.02.	Conversion Procedures	75
	Section 5.03.	Settlement upon Conversion	76
	Section 5.04.	Shares to be Fully Paid	77
	Section 5.05.	Adjustments to the Conversion Rate	78
	Section 5.06.	[Reserved]	87
	Section 5.07.	[Reserved]	87
	Section 5.08.	[Reserved]	87
	Section 5.09.	Effect of Ordinary Shares Change Event	87
	Section 5.10.	Responsibility of Trustee and Conversion Agent	89
	 	 	 
	Article 6.     Successors	90
	 	 	 
	Section 6.01.	When the Company May Merge, Etc.	90
	Section 6.02.	Successor Corporation Substituted	90
	 	 	 
	Article 7.     Defaults and Remedies	90
	 	 	 
	Section 7.01.	Events of Default	90
	Section 7.02.	Acceleration	93
	Section 7.03.	Sole Remedy for a Failure to Report	93
	Section 7.04.	Other Remedies	94
	Section 7.05.	Waiver of Past Defaults	94
	Section 7.06.	Control by Majority	95
	Section 7.07.	Limitation on Suits	95
	Section 7.08.	Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration	96
	Section 7.09.	Collection Suit by Trustee	96
	Section 7.10.	Trustee May File Proofs of Claim	96
	Section 7.11.	Priorities	96


 






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	Section 7.12.	Undertaking for Costs	97
	 	 	 
	Article 8.     Amendments, Supplements and Waivers	97
	 	 	 
	Section 8.01.	Without the Consent of Holders	97
	Section 8.02.	With the Consent of Holders	98
	Section 8.03.	Notice of Amendments, Supplements and Waivers	98
	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	99
	Section 8.05.	Notations and Exchanges	99
	Section 8.06.	Trustee to Execute Supplemental Indentures	99
	 	 	 
	Article 9.     Guarantees	100
	 	 	 
	Section 9.01.	Guarantees	100
	Section 9.02.	Limitation on Guarantor Liability	101
	Section 9.03.	Execution and Delivery of Guarantee	101
	Section 9.04.	When Guarantors May Merge, etc.	101
	Section 9.05.	Application of Certain Provisions of the Guarantors	102
	Section 9.06.	Release of Guarantees	102
	 	 	 
	Article 10.   Satisfaction and Discharge	102
	 	 	 
	Section 10.01.	Termination of Company’s Obligations	102
	Section 10.02.	Repayment to Company	103
	Section 10.03.	Reinstatement	103
	 	 	 
	Article 11.   Trustee	103
	 	 	 
	Section 11.01.	Duties of the Trustee	103
	Section 11.02.	Rights of the Trustee	104
	Section 11.03.	Individual Rights of the Trustee	105
	Section 11.04.	Trustee’s Disclaimer	106
	Section 11.05.	Notice of Defaults	106
	Section 11.06.	Compensation and Indemnity	106
	Section 11.07.	Replacement of the Trustee	107
	Section 11.08.	Successor Trustee by Merger, Etc.	107
	Section 11.09.	Eligibility; Disqualification	107
	 	 	 
	Article 12.   Collateral and
    Security	108
	 	 	 
	Section 12.01.	Security Documents	108
	Section 12.02.	Recording and Opinions	108
	Section 12.03.	Release of Collateral	108
	Section 12.04.	Specified Releases of Collateral	109
	Section 12.05.	Release upon Satisfaction and Discharge or Amendment	109
	Section 12.06.	Form and Sufficiency of Release and Subordination	109
	Section 12.07.	Purchaser Protected	110
	Section 12.08.	Authorization of Actions to be Taken by the Collateral Agent Under the Security Documents	110
	Section 12.09.	Authorization of Receipt of Funds by the Trustee Under the Security Documents	111


 






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	Section 12.10.	Action by the Collateral Agent	111
	Section 12.11.	Compensation and Indemnity	112
	Section 12.12.	Post-Closing Collateral	114
	 	 	 
	Article 13.   Miscellaneous	114
	 	 	 
	Section 13.01.	Notices	114
	Section 13.02.	Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	116
	Section 13.03.	Statements Required in Officer’s Certificate and Opinion of Counsel	116
	Section 13.04.	Rules by the Trustee, the Registrar and the Paying Agent	116
	Section 13.05.	No Personal Liability of Directors, Officers, Employees and Shareholders	117
	Section 13.06.	Governing Law; Waiver of Jury Trial	117
	Section 13.07.	Submission to Jurisdiction	117
	Section 13.08.	No Adverse Interpretation of Other Agreements	117
	Section 13.09.	Successors	117
	Section 13.10.	Force Majeure	118
	Section 13.11.	U.S.A. PATRIOT Act	118
	Section 13.12.	Calculations	118
	Section 13.13.	Severability; Entire Agreement	118
	Section 13.14.	Counterparts	119
	Section 13.15.	Table of Contents, Headings, Etc.	119
	Section 13.16.	Withholding Taxes	119





 


Exhibits


 


	Exhibit A: Form of Note	A-1
	Exhibit B-1: Form of Restricted Note Legend	B1-1
	Exhibit B-2: Form of Global Note Legend	B2-1
	Exhibit B-3: Form of Non-Affiliate Legend	B3-1


 






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INDENTURE, dated as of [ ● ],
2021, between Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association,
as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).


 


Each party to this Indenture
(as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined
below) of the Company’s 7.00% / 9.00% Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”).


 


Article
1.         Definitions;
Rules of Construction


 


Section
1.01.     Definitions.


 


“Affiliate”
has the meaning set forth in Rule 144 as in effect on the Issue Date.


 


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


 


“Asset Sale”
means the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (including
by way of a sale leaseback), of property or assets (including Equity Interests of a Subsidiary) of the Company or any of its Restricted
Subsidiaries (each referred to in this definition as a “disposition”) in each case, other than:


 


(i)                
any disposition of Cash Equivalents or surplus, obsolete, used or worn out property or other property, in each case whether
now owned or hereafter acquired, if made in the good faith determination of the Company or the applicable Restricted Subsidiary and/or
in the ordinary course of business, and dispositions of property no longer used or useful to, or economically practicable or commercially
reasonable to maintain, and dispositions of intellectual property that is not material to, or is no longer used in, the business of the
Company and the Restricted Subsidiaries (including (1) allowing any registration or application for registration of any such intellectual
property to lapse, go abandoned or be invalidated or (2) disposing of, discontinuing the use or maintenance of, abandoning, failing to
pursue or otherwise allowing to lapse, expire, terminate or put into the public domain any such intellectual property, in each case, if
the Company determines in its reasonable business judgment that any of the foregoing does not materially interfere with or materially
impair the business of the Company and the Restricted Subsidiaries, taken as a whole);


 


(ii)              
any disposition with an aggregate fair market value for all such property or assets disposed of pursuant to this clause
(iii) in any fiscal year, not to exceed US$5,000,000;


 


(iii)            
(A) any exchange of like property (excluding any boot thereon) for use in a similar business and (B) dispositions of property
to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property, or other assets
or services of comparable or greater value or usefulness to the business (including transactions covered by Section 1031 of the Code
or any comparable provision of any foreign jurisdiction) as determined by the Company in good faith or (y) an amount equal to the net
proceeds of such disposition are promptly applied to the purchase price of such replacement property;


 






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(iv)             
the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business
or consistent with industry practices;


 


(v)               
any issuance, disposition or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary
(or a Restricted Subsidiary which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the
Equity Interests of such Unrestricted Subsidiary);


 


(vi)             
foreclosures, condemnation, expropriation, forced dispositions, eminent domain or any similar action with respect to assets
or the granting of Liens not prohibited by this Indenture, and transfers of any property that have been subject to a casualty to the respective
insurer of such property as part of an insurance settlement or upon receipt of the net proceeds of such casualty event;


 


(vii)           
(A) dispositions or discounts without recourse of accounts receivable, notes receivable, rights to payment, other current
assets or participations therein, or (B) dispositions of assets in connection with any Indebtedness permitted under this Indenture;


 


(viii)         
any financing transaction with respect to property built or acquired by the Company, or any of its Restricted Subsidiaries
after the Issue Date, including asset securitizations permitted by this Indenture;


 


(ix)             
(A) the sale, discount, consignment or other disposition of inventory, goods held for sale, equipment, accounts receivable,
notes receivable or other assets (including leasehold or licensed interests in real property), including on an intercompany basis, (x)
in the ordinary course of business or consistent with past practice or the conversion of accounts receivable to notes receivable or (y)
with respect to facilities that are temporarily not in use, held for sale or closed or the discontinuation of any product line or line
of business, (B) the leasing or subleasing of real property in the ordinary course of business and (C) to the extent constituting an Asset
Sale, the expiration of any option or similar agreement in respect of real or personal property;


 


(x)               
the licensing, sub-licensing or cross-licensing of intellectual property or other general intangibles in the ordinary course
of business or consistent with industry practices;


 


(xi)             
any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation
claims in the ordinary course of business or consistent with industry practices or otherwise if the Company determines in good faith that
such action is in the best interests of the Company and the Restricted Subsidiaries, taken as a whole, and is not materially disadvantageous
to Holders;


 


(xii)           
the unwinding or termination of any hedging obligations;


 


(xiii)          sales,
transfers and other dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
and/or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding
arrangements;


 






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(xiv)         
the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required
by applicable law;


 


(xv)           
intercompany transfers among the Note Parties;


 


(xvi)         
any sale of property or assets, if the acquisition of such property or assets was financed with Equity Interest contributed
to the Company or any of its Restricted Subsidiaries;


 


(xvii)       
the disposition of any assets (including Equity Interests) acquired in a transaction after the Issue Date, which assets
are not used or useful in the core or principal business of the Company and its Restricted Subsidiaries, (A) made in connection with the
approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Company to consummate
any acquisition or (B) which, within 90 days of the date of such acquisition, are designated in writing to the Trustee as being held for
sale and not for the continued operations of the Company or any of its Restricted Subsidiaries or any of their respective businesses;


 


(xviii)     
any disposition of non-revenue producing assets to a Person who is providing services related to such assets, the provision
of which have been or are to be outsourced by the Company or any of its Restricted Subsidiaries to such Person;


 


(xix)         
dispositions and terminations of leases, subleases, licenses, sublicenses or cross- licenses (including of intellectual
property or technology and any sale of improvements made to leased real property resulting from such sale), the sale or termination of
which is (A) made in the ordinary course of business, (B) does not materially interfere with the business of the Company and the Restricted
Subsidiaries, taken as a whole, or (C) related to facilities that are temporarily not in use, held for sale or closed, or the discontinuation
of any product line or line of business;


 


(xx)           
dispositions in connection with Permitted Liens;


 


(xxi)         
dispositions contemplated in connection with the Merger;


 


(xxii)       
dispositions made to comply with any final order or other binding directive of any Governmental Authority or any applicable
law having proper jurisdiction over the entity making such disposition;


 


(xxiii)     
any sale of vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;


 


(xxiv)     
dispositions in connection with cash management services, treasury arrangements and related activities, in each case, in
the ordinary course of business; and


 


(xxv)        
any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Company or
any of its Restricted Subsidiaries, so long as the Company or such Restricted Subsidiary may obtain title to such asset upon
reasonable notice by paying a nominal fee.


 






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“Authorized Denomination”
means, with respect to a Note, a principal amount minimum denomination equal to US$1,000 or any integral multiple of US$1,000 in excess
thereof, and after the payment of PIK Interest, a principal amount minimum denomination equal to US$1.00 or any integral multiple of US$1.00
in excess thereof.


 


“Bankruptcy Law”
means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.


 


“Board of Directors”
means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.


 


“Business Combination
Agreement” that certain business combination agreement, dated as of June 10, 2021, by and among Broadstone Acquisition Corp.,
Broadstone Sponsor LLP, Vertical Aerospace Ltd., Vertical Merger Sub Ltd., Vertical Aerospace Group Ltd., Vincent Casey, and the shareholders
of Vertical Aerospace Group Ltd. party thereto, as amended prior to the date hereof.


 


“Business Day”
means any day other than a Saturday, a Sunday or any day on which banking institutions or trust companies in the City of New York, New
York or the city of the principal office of the Trustee, for purposes of this Indenture, are authorized or obligated by law, regulation
or executive order to close or be closed.


 


“Capital Lease Obligation”
means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under IFRS; the amount of such obligations shall be the capitalized amount thereof
determined in accordance with IFRS, and the final maturity of such obligations shall be the date of the last payment of such amounts due
under such lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee
without payment of a premium or a penalty; and, for the purposes of this Indenture, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with IFRS.


 


“Capital Stock”
of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents
of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.


 


“Cash Equivalent”
means:


 


(a)               direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by (i) the United States of
America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of
America) or (ii) any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, in each case
maturing within one year from the date of acquisition thereof;


 






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(b)              
investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at the date of acquisition
thereof, the highest credit rating obtainable from S&P or Moody’s;


 


(c)              
investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within 180
days from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered
by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has
a combined capital and surplus and undivided profits of not less than (i) is at least “adequately capitalized” (as defined
in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less
than US$1,000,000,000;


 


(d)              
fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in clause (c) above;


 


(e)              
money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least US$5,000,000,000; and


 


(f)               
instruments equivalent to those referred to in clauses (a) through (e) above denominated in pounds sterling, Canadian dollars or
Euro or any other foreign currency comparable in credit quality and tenor and customarily used by corporations for cash management purposes
in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary
organized in such jurisdiction.


 


“Clearstream”
shall mean Clearstream Banking S.A., or any successor thereto.


 


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


 


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


 


“Collateral”
has the meaning ascribed to such term in the Security Documents.


 


“Collateral Agent”
means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of this Indenture and, thereafter, means such successor.


 


“Common Depositary”
shall mean a depositary common to Euroclear and Clearstream, being initially [ ● ], until a successor Common Depositary, if
any, shall have become such pursuant to this Indenture, and thereafter “Common Depositary” shall mean or include each Person
who is then a Common Depositary hereunder.


 






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“Company”
means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.


 


“Company Order”
means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.


 


“Company Persons”
means any future, current or former officer, director, manager, member, member of management employee, consultant or independent contractor
of the Company or any of its Subsidiaries.


 


“Conversion Date”
means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to convert such Note
are satisfied, subject to Section 5.03(C).


 


“Conversion Price”
means, as of any time, an amount equal to (A) one thousand dollars (US$1,000) divided by (B) the Conversion Rate in effect at such
time.


 


“Conversion Rate”
initially means 90.9091 Ordinary Shares per US$1,000 principal amount of Notes; provided, however, that the Conversion Rate
is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion
Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion
Rate immediately after the Close of Business on such date.


 


“Conversion Share”
means any Ordinary Share issued or issuable upon conversion of any Note.


 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time this Indenture shall be principally administered, which
office at the date hereof is located at U.S. Bank National Association, Global Corporate Trust Services, 60 Livingston Avenue, St. Paul,
MN 55107, Attn: Account Administration (Vertical Aerospace Notes), or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other address as such
successor trustee may designate from time to time by notice to the holders and the Company).


 


“Daily VWAP”
means, for any VWAP Trading Day, the per share volume-weighted average price of the Ordinary Shares as displayed under the heading “Bloomberg
VWAP” on Bloomberg page “EVTL <EQUITY> AQR” (or, if such page is not available, its equivalent successor page)
in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such
VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one Ordinary Share on such VWAP Trading
Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected
by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading
session.


 


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


 






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“Designated Preferred
Stock” means Preferred Stock of the Company (other than Disqualified Stock) that is issued for cash (other than to a Restricted
Subsidiary of the Company or an employee stock or share ownership plan or trust established by the Company or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate on the issuance date thereof.


 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it
is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other
than solely for Capital Stock of such Person or any direct or indirect parent entity thereof that would not otherwise constitute Disqualified
Stock, and other than solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Capital Stock of such Person
or as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior
to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that
if such Capital Stock is issued pursuant to any plan for the benefit of future, present or former employees, directors, officers, managers,
members, partners, independent contractors or consultants of the Company or its Subsidiaries or by any such plan to such future, present
or former employees, directors, officers, managers, members, partners, independent contractors or consultants, such Capital Stock shall
not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided,
further, that any Capital Stock held by any Permitted Payee of the Company, any of its Subsidiaries, or any other entity in which
the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of
Directors, in each case pursuant to any stock or share subscription or shareholders’ agreement, management equity plan or stock
or share option plan or any other management or employee benefit plan or agreement, shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Company or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations.


 


“Equity Interest”
means shares, shares of capital stock, partnership interests (other than general partnership interests), membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into
any of the foregoing.


 


“Euroclear”
shall mean Euroclear Bank SA/NV, or any successor thereto.


 


“Ex-Dividend
Date” means, with respect to an issuance, dividend or distribution on the Ordinary Shares, the first date on which
Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock
exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the
Ordinary Shares under a separate ticker symbol or CUSIP number will not be considered “regular way” for this
purpose.


 






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


 


“Excluded Contribution”
means Net Cash Proceeds, marketable securities or other proceeds received by the Company after the Issue Date from:


 


(a)              
contributions to its common equity capital (including in consideration for the issue of shares);


 


(b)              
dividends, distributions, fees and other payments from any Unrestricted Subsidiaries or joint ventures or Investments in entities
that are not Restricted Subsidiaries; and


 


(c)              
the sale (other than to a Subsidiary of the Company or to any management equity plan or stock or share option plan or any other
management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred
Stock) of the Company or any direct or indirect parent entity to the extent contributed as common equity capital to the Company,


 


in each case designated as Excluded Contributions
pursuant to an Officer’s Certificate.


 


“Fundamental Change”
means any of the following events:


 


(A)       a
 “person” or “group” (within the meaning of Section 13(d) of the Exchange Act), other than (x) the Company or its
Wholly Owned Subsidiaries, their respective employee benefit plans or (y) the affiliated holders, files a Schedule TO (or any successor
schedule, form or report) or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct
or indirect “beneficial owner” (as defined below) (i) of ordinary shares representing more than fifty percent (50%) of the
voting power of all classes of the Company’s ordinary shares; or (ii) of more than 50% of the outstanding Ordinary Shares;


 


(B)       the
consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (ii) any transaction or series of related transactions
in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization,
acquisition, liquidation or otherwise) all of the Ordinary Shares are exchanged for, converted into, acquired for, or constitutes solely
the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share
exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as
defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially
own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing
or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis
each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);


 






    - 8 -


     


    

 



 


(C)       the
Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or


 


(D)       the
Ordinary Shares cease to be listed on any of The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ
Global Select Market (or any of their respective successors);


 


provided, however, that a transaction
or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the
consideration received or to be received by the holders of Ordinary Shares (excluding cash payments for fractional shares or pursuant
to dissenters rights), in connection with such transaction or event, consists of ordinary shares listed on any of The New York Stock Exchange,
The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors), or that
will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes an
Ordinary Shares Change Event whose Reference Property consists of such consideration.


 


For the purposes of this definition,
(x) any transaction or event described in both clause (A) and in clause (B)(i) or (ii) above (without regard to the
proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether
a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined
in accordance with Rule 13d-3 under the Exchange Act.


 


For the purposes of this definition,
the term “affiliated holders” means (i) Mr. Stephen Fitzpatrick and his estate, spouse, heirs and lineal descendants,
(ii) any company, limited liability company, partnership, trust, foundation or other entity or investment vehicle for which any of the
persons in clause (i) retains sole voting and dispositive power (or shared voting and/or dispositive power with other affiliated holders)
with respect to the Ordinary Shares held by such company, partnership, trust, foundation or other entity or investment vehicle, and the
trustees, legal representatives, beneficiaries and/or beneficial owners of such company, limited liability company, partnership, trust,
foundation or other entity or investment vehicle, (iii) any not-for-profit entity where the acquisition or its Ordinary Shares is directed
by any of the persons in clause (i), and (iv) any entity wholly-owned by any person described in clause (i).


 


“Fundamental Change
Redemption Multiplier” means, with respect to any Redemption Date, if such Redemption Date falls:


 


(a)       on
or after the second anniversary of the Issue Date but prior to the third anniversary of the Issue Date, 109.0%;


 


(b)       on
or after the third anniversary of the Issue Date but prior to the fourth anniversary of the Issue Date, 104.5%; or


 


(c)       on
or after the fourth anniversary of the Issue Date, 100.0%.


 






    - 9 -


     


    

 


“Fundamental
Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental
Change, which must be a Business Day that is no more than 35, nor less than 20, Business Days after the date the Company sends the Fundamental
Change Repurchase Notice.


 


“Fundamental Change
Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase
Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section
4.02(F)(i) and Section 4.02(F)(ii).


 


“Fundamental Change
Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change,
calculated pursuant to Section 4.02(D).


 


“Global Note”
means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the
Common Depositary, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee.


 


“Global Note Legend”
means a legend substantially in the form set forth in Exhibit B-2.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee”
means the guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes pursuant to Article 9.


 


“Guarantor”
means each Person that becomes a Guarantor by executing an amended or supplemental indenture pursuant to Section 8.01(B) and Section
9.03 and, subject to Section 9.04, its successors and assigns of the foregoing.


 


“Holder”
means a person in whose name a Note is registered on the Registrar’s books.


 


“IFRS”
means International Financial Reporting Standards as promulgated by the International Accounting Standards Board.


 


“Indebtedness”
of any Person means, without duplication,


 


(a)       all obligations of such Person for borrowed money,


 


(b)       all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent such obligations would
appear as a liability on a balance sheet of such Person prepared in accordance with IFRS,


 


(c)       all guarantees by such Person of Indebtedness of others,


 






    - 10 -


     


    

 


(d)       all
Capital Lease Obligations of such Person,


 


(e)       all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty, bank guarantees,
bankers’ acceptances and similar instruments and


 


(f)        to
the extent not otherwise included in this definition, net obligations of such Person under hedging obligations entered into by such Person
in the ordinary course of business and entered into for bona fide hedging purposes (and not for speculative purposes) as determined in
good faith by the Company (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement
giving rise to such obligation that would be payable by such person at the termination of such agreement or arrangement);


 


provided that the term
 “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a
portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) contingent indemnity
and similar obligations incurred in the ordinary course of business, (iv) Indebtedness of any parent entity (for which none of the
Company or any Subsidiary is liable) appearing on the balance sheet of the Company solely by reason of push down accounting under IFRS,
(v) obligations in connection with government auctions, subsidies, benefits or similar programs or processes, and (vi) obligations under
any license, permit or other approval (or guarantees in respect of such obligations) incurred prior to the Issue Date or in the ordinary
course of business.


 


The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner), to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For all purposes hereof, the Indebtedness
of the Company and any of its Subsidiaries shall exclude (i) intercompany liabilities between and among them arising solely from their
cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness
between and among them having a term not exceeding 364 days (inclusive of any rollover, conversion or extension terms) and made in the
ordinary course of business.


 


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


 


“Interest Payment
Date” means, with respect to a Note, each [ ● ] and [ ● ]
of each year, commencing on [ ● ] (or commencing on such other date specified
in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.


 


“Interest Period”
shall mean the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the
next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date
and end on and include the day immediately preceding the first scheduled Interest Payment Date (the Interest Payment Date for any Interest
Period shall be the Interest Payment Date occurring on the day immediately following the last day of such Interest Period).


 


“Investment Grade
Rating” means S&P BBB- or above.


 






    - 11 -


     


    

 


“Investment Grade
Securities” means:


 


(a)       securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than
Cash Equivalents);


 


(b)       debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or
advances among the Company and its Subsidiaries;


 


(c)       investments
in any fund that invests at least 90% of its assets in investments of the type described in clauses (a) and (b) which fund may also hold
immaterial amounts of cash pending investment or distribution; and


 


(d)       corresponding
instruments in countries other than the United States customarily utilized for high quality investments.


 


“Investments”
means, as to any Person, any direct or indirect acquisition of or investment by such Person in another Person, whether by means of (a)
the purchase or other acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the
Company and the Restricted Subsidiaries, intercompany advances between and among the Company and/or the Restricted Subsidiaries arising
solely from their cash management, tax and accounting operations in the ordinary course of business) or (c) the purchase or other acquisition
(in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person
or assets constituting a business unit, line of business or division of such Person. If an Investment involves the acquisition of more
than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with IFRS; provided
that pending the final determination of the amounts to be so allocated in accordance with IFRS, such allocation shall be as reasonably
determined by the Company. For purposes of the definition of “Unrestricted Subsidiary” and Section 3.12 hereof:


 


“Investments”
shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net
assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer; and if the Company or any
of its Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary of the
Company such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any investment by the Company or any
of its Restricted Subsidiaries in such Person remaining after giving effect thereto shall not be deemed to be an Investment at such time.


 


The amount of any Investment
outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return
of capital, repayment or other amount received in Cash Equivalents by the Company or a Restricted Subsidiary in respect of such Investment
to the extent such amounts do not increase any other baskets under this Indenture.


 






    - 12 -


     


    

 


“Issue Date”
means the Share Acquisition Date (as defined in the Business Combination Agreement). The Company shall inform the Trustee of the occurrence
of the Issue Date.


 


“Last Reported Sale
Price” of the Ordinary Shares for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,
the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last
bid prices and the average last ask prices per share) of Ordinary Shares on such Trading Day as reported in composite transactions for
the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed. If the Ordinary Shares are not
listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted
bid price per share of Ordinary Shares on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar
organization. If the Ordinary Shares are not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the
mid-point of the last bid price and the last ask price per Ordinary Share on such Trading Day from each of at least three (3) nationally
recognized independent investment banking firms selected by the Company. Neither the Trustee nor the Conversion Agent will have any duty
to determine the Last Reported Sale Price.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance,
collateral assignment, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any
of the foregoing) relating to such asset.


 


“Limited Condition
Transaction” means (a) the entering into or consummation of any transaction (including in connection with any acquisition or
similar permitted Investment or the assumption or incurrence of Indebtedness or the obtaining of a commitment in respect thereof) and/or
(b) the making of any Restricted Payment.


 


“Make-Whole Premium”
means, with respect to a Note at any time, (x) before the second anniversary of the Issue Date, the excess, if any, of (a) the present
value at such time of (i) the Redemption Principal Amount of such Note on the Maturity Date plus (ii) any required interest payments due
on such Note through the Maturity Date (but excluding accrued and unpaid interest through the relevant Redemption Date), computed using
the rate for Cash Interest as the Stated Interest and a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the
relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (b) the principal amount
of such Note and (y) otherwise, zero. The Trustee shall have no obligation to calculate or verify the calculation of the Make-Whole Premium.


 


“Market
Capitalization” means, on the date of the declaration of a Restricted Payment permitted pursuant to Section
3.12(b)(viii) hereof, an amount equal to (a) the total number of issued and outstanding shares or other units of Equity
Interests of the Company (that does not own any material assets other than (i) the Company and its Subsidiaries and (ii) any
intermediate holding company that does not own any material assets other than (A) the Company and its Subsidiaries and (B) another
such intermediate holding company) on such date multiplied by (b) the arithmetic mean of the closing prices per share or
other unit of such Equity Interests on the New York Stock Exchange (or, if the primary listing of such Equity Interests is on
another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding the date of declaration of such
Restricted Payment.


 






    - 13 -


     


    

 


“Market Disruption
Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled
close of trading on such date on the principal U.S. national or regional securities exchange or other market on which Ordinary Shares
are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding
limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts or futures contracts relating
to the Ordinary Shares.


 


“Material IP”
means any intellectual property that is material to the business operations


of the Company and its Restricted Subsidiaries
taken as a whole, and any licenses that are necessary to run the businesses of the Company and its Restricted Subsidiaries taken as a
whole.


 


“Maturity Date”
means [ ● ]1,
2026.


 


“Merger”
means the business combination involving Broadstone Acquisition Corp. and Vertical Aerospace Ltd., pursuant to that certain Business Combination
Agreement, dated as of June 10, 2021, by and among Broadstone Acquisition Corp., Broadstone Sponsor LLP, Vertical Aerospace Ltd., Vertical
Merger Sub Ltd., Vertical Aerospace Group Ltd., Vincent Casey, and the shareholders of Vertical Aerospace Group Ltd. party thereto, whereby,
among other things, (i) Broadstone Acquisition Corp. will merge with and into Vertical Merger Sub Ltd., with Broadstone Acquisition Corp.
as the surviving company and (ii) Vertical Aerospace Ltd. will acquire certain Class A ordinary shares and all of the Class B ordinary
shares (but not Class Z ordinary shares) of Vertical Aerospace Group Ltd., in exchange for the payment, issue, and delivery of ordinary
shares of Vertical Aerospace Ltd. to the shareholders of Vertical Aerospace Group Ltd. party thereto.


 


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


 


“Non-Affiliate Legend”
means a legend substantially in the form set forth in Exhibit B-3.


 


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


 


“Note Party”
means the Company and the Guarantors.


 





 



 


1 5-year anniversary
of closing (rounded to the closest 1st or 15th day of a calendar month).


 






    - 14 -


     


    

 


“Notes”
means the 7.00% / 9.00% Convertible Senior Secured PIK Toggle Notes due 2026 issued by the Company pursuant to this Indenture.


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company (in each case, if
any).


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements
of Section 13.03.


 


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


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries)
who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.03, subject to customary qualifications
and exclusions.


 


“Ordinary Shares”
means the ordinary shares in of the Company, par value US$0.0001 per share, at the date of this Indenture, subject to Section 5.09.


 


“Permitted Intercompany
Activities” means any transactions between or among the Company and its Restricted Subsidiaries that are entered into in the
ordinary course of business of the Company and its Restricted Subsidiaries and, in the good faith judgment of the Company are necessary
or advisable in connection with the ownership or operation of the business of the Company and its Restricted Subsidiaries, including,
but not limited to, (a) payroll, cash management, purchasing, insurance and hedging arrangements; (b) management, technology and licensing
arrangements; and (c) customer loyalty and rewards programs.


 


“Permitted Investments”
means:


 


(a)            any Investment in the Company or any of the Guarantors;


 


(b)            any Investment in Cash Equivalents or Investment Grade Securities;


 


(c)            any Investment by the Company or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment,
in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research
and development and related assets in respect of any product) if as a result of such Investment:


 


(i)           such
Person becomes a Guarantor; or


 


(ii)          such
Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or
conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the Company or
a Guarantor, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such
Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer;


 






    - 15 -


     


    

 


(d)            (i) any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents or Investment Grade Securities
and received in connection with an Asset Sale made pursuant to Section 3.10 hereof and (ii) promissory notes and other Investments
(including non-cash consideration) received in connection with an Asset Sale (or any other disposition of assets not constituting an Asset
Sale);


 


(e)            any
Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting
of any extension, modification, replacement, reinvestment or renewal of any such Investment or binding commitment existing on the Issue
Date; provided that the amount of any such Investment may be increased in such extension, modification, replacement, reinvestment
or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as
a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise
permitted under this Indenture;


 


(f)             any
Investment acquired by the Company or any of its Restricted Subsidiaries:


 


(i)           consisting
of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary
course of business or consistent with past practice;


 


(ii)          in
exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable (including any trade creditor, supplier or customer); or


 


(iii)         in satisfaction of judgments against other Persons; or


 


(iv)         as
a result of a foreclosure or other security enforcement by the Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in default;


 


(g)            hedging obligations;


 


(h)            Investments
in joint ventures, in Similar Businesses or in a Restricted Subsidiary of the Company to enable such Restricted Subsidiary to make
substantially concurrent Investments in Joint Ventures and/or Similar Businesses, in each case having an aggregate fair market value
taken together with all other Investments made pursuant to this clause (h) that are at that time outstanding not to exceed the
greater of (a) US$20,000,000 (in each case, determined on the date such Investment is made, with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value), plus any amount
invested into the Issuer or any Subsidiary by a third-party and which amount (or any portion thereof) is contractually agreed with
such third-party to be allocated to a joint venture, plus the amount of any returns (including dividends, payments, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such investments; provided, however,
that (i) if any Investment pursuant to this clause (h) is made in any Person that is not a Restricted Subsidiary of the Company at
the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall
thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (h),
(ii) the Equity Interests in such joint venture or Similar Business is beneficially owned by a Note Party;


 






    - 16 -


     


    

 


(i)             Investments the payment for which consists of Equity Interests (other than Disqualified Stock, except to the extent issued by the
Company to one of its Restricted Subsidiaries) of the Company, or redemptions in whole or in part of any of the Company’s Equity
Interests (other than Disqualified Stock, except to the extent issued by the Company to one of its Restricted Subsidiaries) or with proceeds
from substantially concurrent equity contributions or new Equity Interests (and in no event shall such contribution or issuance so utilized
increase the amount available for Restricted Payments under clause (B) of Section 3.12(a) hereof) (other than Disqualified Stock, except
to the extent issued by the Company to one of its Restricted Subsidiaries);


 


(j)             guarantees
of Indebtedness permitted under Section 4.09 hereof, performance guarantees and contingent obligations and the creation of Liens on the
assets of the Company or any of its Restricted Subsidiary permitted under this Indenture;


 


(k)            [reserved];


 


(l)             Investments consisting of (i) purchases or other acquisitions of inventory, supplies, material or equipment, (ii) the leasing,
sub-leasing, licensing, sub-licensing, cross- licensing or contribution of intellectual property in the ordinary course of business, consistent
with past practice, consistent with industry practice or pursuant to joint marketing arrangements or non-exclusive licenses or sublicenses
with other Persons, in each case in the good faith determination of the Company, or (iii) the contribution, assignment, licensing, sub-licensing
or other Investment of intellectual property or other general intangibles and any other Investments in each case of this clause (iii)
made to Restricted Subsidiaries of the Company (or to other Persons but only in respect of immaterial intellectual property or other general
intangibles) in connection therewith;


 


(m)           loans, advances and other credit extensions to Permitted Payees (i) for reasonable and customary business-related travel, entertainment,
relocation (including moving expenses and costs of replacement homes), business machines or supplies, automobiles and analogous ordinary
business purposes and (ii) in connection with such Person’s purchase of Equity Interests in the Company or any of its Restricted
Subsidiaries; provided that either (x) (1) no cash or Cash Equivalents are advanced in connection with such loan, advance or credit extension
or (2) after giving pro forma effect thereto, the aggregate principal amount of loans, advances and other credit extensions in cash or
Cash Equivalents outstanding in reliance on clause (2) of this proviso shall not exceed US$2,500,000 and (y) such loan shall be secured
by the Equity Interests held by such Person;


 


(n)           advances,
loans or extensions of trade credit (other than to Permitted Payees) in the ordinary course of business or consistent with past
practice by the Company or any of its Restricted Subsidiaries;


 






    - 17 -


     


    

 


(o)           any
Investment in connection with cash management services, treasury arrangements or related activities arising in the ordinary course of
business or consistent with past practice;


 


(p)           (i)
Investments made as part of, or in connection with, the SPAC Transactions and (ii) Investments consisting of purchases and acquisitions
of assets or services in the ordinary course of business or consistent with past practice;


 


(q)            Investments
(i) consisting of deposits, prepayments, rebates, extensions of credit in the nature of accounts receivable or notes receivable and/or
other credits to suppliers or other trade counterparties, (ii) made in connection with obtaining, maintaining or renewing client and
customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the
ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the
Company or any of its Restricted Subsidiaries;


 


(r)            (i) obligations with respect to Guarantees provided by the Company or any Restricted Subsidiary in respect of leases and/or subleases
(other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, (ii) obligations with respect to Guarantees
of the lease obligations of suppliers, customers, franchisees and licensees of the Company and/or its Restricted Subsidiaries, in each
case, entered into in the ordinary course of business and (iii) Investments consisting of Guarantees of any supplier’s obligations
in respect of commodity contracts, including hedging obligations, solely to the extent such commodities relate to the materials or products
to be purchased by the Company or any of its Restricted Subsidiaries and (iv) Investments in prepaid expenses, negotiable instruments
held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations
of the business in the ordinary course of business or consistent with past practice;


 


(s)            exchanges, conversions, redemptions or repurchases of the Notes;


 


(t)             Investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection or deposit
and customary trade arrangements with customers, vendors, suppliers, licensors, sub-licensors, licensees and sub-licensees in the ordinary
course of business;


 


(u)            Investments
(including debt obligations and Equity Interests) (i) received in connection with the bankruptcy, work-out, recapitalization or reorganization
of any Person, (ii) in satisfaction of judgments against other Persons, (iii) as a result of a foreclosure or other security enforcement
with respect to any secured Investment or other transfer of title with respect to any secured Investment and (iv) as a result of or in
connection with settlement, compromise or resolution of (a) litigation, arbitration or other disputes or (b) obligations of trade creditors,
suppliers, licensors, customers and other account debtors that were incurred in the ordinary course of business of the Company or any
Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor, supplier, licensor, customer or other account debtor;


 






    - 18 -


     


    

 


(v)            loans and advances of payroll payments or other advances of salaries or compensation to Company Persons in the ordinary course
of business and Investments in connection with any deferred compensation plan or arrangement for any Company Person;


 


(w)           Investments made in connection with Permitted Intercompany Activities and related transactions;


 


(x)             Investments
made from casualty insurance proceeds in connection with the replacement, substitution, restoration or repair of assets on account of
a casualty event;


 


(y)            [reserved];


 


(z)            earnest
money deposits required in connection with any acquisition permitted under this Indenture (or similar Investments);


 


(aa)          contributions
in connection with compensation arrangements or to a “rabbi” trust for the benefit of Company Persons or other service providers
of the Company, the Company or any Restricted Subsidiary or to any other grantor trust subject to claims of creditors in the case of
a bankruptcy or other insolvency proceeding of the Company or any of its Restricted Subsidiaries;


 


(bb)         (i)
Investments of the Company or any of the Guarantors acquired after the Issue Date or of a Person merged or consolidated with the Company
or any of its Guarantors in accordance with this Indenture after the Issue Date and (ii) Investments of an Unrestricted Subsidiary prior
to the date on which such Unrestricted Subsidiary is designated a “Restricted Subsidiary,” in each case, (x) to the extent
that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation or such designation
and were in existence on the date of such acquisition, merger or consolidation or such designation and (y) including any modification,
replacement, renewal, reinvestment or extension thereof so long as the amount of the original Investment permitted under this clause
(dd) is not increased except by the terms of such Investment existing on the date of such acquisition, merger or consolidation or such
designation or as otherwise not prohibited by this Indenture;


 


(cc)          to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases,
acquisitions, licenses, sublicenses, subleases or leases of other assets, intellectual property, or other rights, in each case in the
ordinary course of business;


 


(dd)         [reserved];


 


(ee)          [reserved];


 


(ff)           Investments made in joint ventures as required by, or made pursuant to, buy/sell and/or put/call arrangements between the joint
venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Issue Date or entered into
after the Issue Date in the ordinary course of business;


 






    - 19 -


     


    

 


(gg)         unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that such obligations and/or liabilities,
as applicable, are permitted to remain unfunded under applicable law;


 


(hh)         Investments in connection with cash management services and related activities in the ordinary course of business;


 


(ii)            Investments
consisting of (i) the licensing or contribution of intellectual property pursuant to joint marketing, collaborations or other similar
arrangements with other Persons and/or (ii) minority equity interests in customers received as part of fee arrangements, in each case,
entered into in the ordinary course of business;


 


(jj)            [reserved];
and


 


(kk)          Investments consisting of earnest money deposits required in connection with purchase agreements or other acquisitions or Investments
otherwise permitted under this Indenture and any other pledges or charges or other security interests or deposits permitted by this Indenture.


 


For purposes of determining compliance
with this definition, in the event that a proposed Investment (or a portion thereof) meets the criteria of clauses (a) through (kk) above,
the Company will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such
reclassification) such Investment (or a portion thereof) between such clauses (a) through (mm) in any manner that otherwise complies with
this definition.


 


“Permitted Liens”
(including in each case of the following, any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement
(or successive refinancing, refunding, restatements, exchange, extensions, renewals or replacements of the obligations secured by such
Liens)) means:


 


(i)             Liens
securing Indebtedness permitted to be incurred pursuant to clauses (a), (e) and (f) of Section 3.08;


 


(ii)            Liens
on property (including Equity Interests) existing at the time of acquisition of the property and/or person by such Person (plus improvements
and accessions to such property or proceeds or distributions thereof); provided that such Liens were in existence prior to such
acquisition and not incurred in contemplation of such acquisition;


 


(iii)           Liens arising under this Indenture, including those that are for the benefit of the Collateral Agent;


 


(iv)           Liens
securing any (a) hedging obligations entered into by such Person in the ordinary course of business and entered into for bona fide hedging
purposes (and not for speculative purposes) as determined in good faith by the Company and (b) cash management obligations;


 


(v)            pledges,
deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax,
and other social security laws or similar legislation or other insurance-related obligations (including, but not limited to, in
respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,
casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security
for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business or
consistent with past practice;


 






    - 20 -


     


    

 


(vi)           Liens
(and rights of set-off) imposed by statutory or common law, such as banks’ landlords’, carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, workmen’s or construction contractors’ Liens and other similar
Liens, that secure amounts not overdue for a period of more than 60 days or, in each such case, if more than 60 days overdue, such Liens
(and rights of set-off) (i) are unfiled and no other action has been taken to enforce such Liens, (ii) are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable
Person in accordance with IFRS or (iii) are such that the failure to make payment could not reasonably be expected to have a material
adverse effect;


 


(vii)          Liens
for taxes, assessments or other governmental charges (including any Lien imposed by any pension authority or similar Liens) not yet overdue
for a period of more than 60 days or not yet payable or subject to penalties for nonpayment or, if more than 60 days overdue, which are
being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained
on the books of such Person in accordance with IFRS;


 


(viii)         
Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect
to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case,
issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;


 


(ix)           (i)
easements, entitlements, rights-of-way, reservations, restrictions, servitudes for railways, sewers, drains, gas and oil and other pipelines,
gas and water mains, electric light and power and telecommunications, telephone or telegraph or cable conduits, poles, wires and similar
protrusions, rights waivers, restrictions, covenants, site plan agreements, development agreements, operating agreements, cross-easement
agreements, conditions, encroachments, protrusions, zoning restrictions, applicable laws, municipal ordinances and other similar encumbrances
or matters, or encumbrances or matters that are or would be reflected on a survey (or by inspection) of any real property, (ii) irregularities
of title, (iii) title defects affecting real property that, in the aggregate, do not materially interfere with the ordinary conduct of
the business of the Company and the Restricted Subsidiaries, taken as a whole and (iv) any Lien or exception on (or disclosed in) the
applicable policies issued to, and approved by, the collateral agent in connection with mortgaged property (and any replacement, extension
or renewal of such Lien or exception);


 






    - 21 -


     


    

 


(x)            Liens existing on the Issue Date including Liens securing any refinancing Indebtedness of any Indebtedness secured by such
Liens; provided that any such Lien is limited to all or part of the same property or assets (plus improvements and accessions
to such property or proceeds or distributions thereof) that secured the Indebtedness;


 


(xi)           Liens on property or shares or shares of stock or other assets of a Person at the time such Person becomes a Restricted
Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person
becoming such a Restricted Subsidiary; provided, further, that such Liens may not extend to any other property or other assets
owned by the Company or any of its Restricted Subsidiaries;


 


(xii)          Liens
on inventory or goods, the purchase price of which is financed by, or securing obligations in respect of, commercial letters of credit
or bankers’ acceptances issued for the account of the Company or any of its Restricted Subsidiaries or to facilitate the purchase,
shipment or storage of such inventory or goods;


 


(xiii)         leases,
sub-leases, licenses or sub-licenses granted to others in the ordinary course of business or consistent with past practice which do not
materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries, taken as a whole;


 


(xiv)         Liens
arising from UCC (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the Company
and its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced
by the filing of precautionary UCC (or equivalent statute) financing statements or similar public filings;


 


(xv)          Liens in favor of the Company or its Restricted Subsidiaries;


 


(xvi)         Liens
on vehicles or equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business or consistent
with past practice;


 


(xvii)        deposits
made or other security provided in the ordinary course of business or consistent with past practice to secure liability to insurance
carriers;


 


(xviii)       security given to a public utility or any municipality or governmental authority when required by such utility or authority
in connection with the operations of that Person in the ordinary course of business or consistent with past practice;


 


(xix)          Liens
securing, or otherwise arising from, judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights
relating to litigation being contested in good faith and any pledge, charge or other security interest and/or deposit securing any settlement
of litigation;


 


(xx)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;


 


(xxi)          Liens
(i) of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on items in the course of
collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of
business or consistent with past practice, and (iii) in favor of banking or other financial institutions arising as a matter of law
or under general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the
right of set-off) and which are within the general parameters customary in the banking industry;


 






    - 22 -


     


    

 


(xxii)        
Liens deemed to exist in connection with any investments;


 


(xxiii)      
Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business or consistent with past practice and not for speculative purposes;


 


(xxiv)      
Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations
with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company
or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Company and its Restricted Subsidiaries or consistent with past practice or (iii) relating to purchase orders and other agreements
entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business or consistent with
past practice;


 


(xxv)       
any encumbrance or restriction (including put and call arrangements) with respect to capital stock or shares of any joint
venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(xxvi)      
Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of
goods entered into by such Person in the ordinary course of business or consistent with past practice;


 


(xxvii)    
Liens solely on any cash earnest money deposits made by such Person in connection with any letter of intent or purchase
or other agreement;


 


(xxviii)     ground
leases or subleases in respect of real property on which facilities owned or leased by such Person that are located and any zoning, building
or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property or any
structure thereon (including Liens in connection with any condemnation or eminent domain proceeding or compulsory purchase order) that
does not materially interfere with the business of the Company or the Restricted Subsidiaries, taken as a whole;


 


(xxix)       
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(xxx)        
Liens on capital stock or shares of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted
Subsidiary;


 


(xxxi)        Liens
(i) on cash or Cash Equivalents or escrow deposits (A) in connection with any letter of intent or purchase agreement with respect to
any investment or other acquisition (or to secure letters of credit posted in respect thereof), (B) in favor of any seller of
property pursuant to a transaction not prohibited hereunder, to be applied against the purchase price for such transaction or (C)
otherwise in connection with any escrow arrangements (or similar arrangements) with respect to any investment or other acquisition
of assets, asset sale or incurrence of Indebtedness (including any letter of intent or purchase or other agreement with respect to
any such investment or other acquisition of assets, asset sale or incurrence of Indebtedness) or (ii) consisting of an agreement to
dispose of any property;


 






    - 23 -


     


    

 



 


(xxxii)     
(i) any interest or title of a lessor, sub-lessor, franchisor, licensor or sub-licensor or secured by a lessor’s,
sub-lessor’s, franchisor’s, licensor’s or sub-licensor’s interest under leases or non-exclusive licenses entered
into by the Company or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice or with
respect to intellectual property, software and other technology licenses that is not material to the conduct of the business of the Company
or its Restricted Subsidiaries, taken as a whole, or (ii) Liens granted pursuant to a security agreement between the Company or any of
its Restricted Subsidiaries and a licensee of intellectual property to secure the damages, if any, incurred by such licensee resulting
from the rejection of the license of such licensee in a bankruptcy, reorganization or similar proceeding with respect to the Company or
such Restricted Subsidiary;


 


(xxxiii) 
    deposits of cash with the owner or lessor of premises leased and operated by the Company or any of its Restricted Subsidiaries
in the ordinary course of business of the Company and such Restricted Subsidiary or consistent with past practice to secure the performance
of the Company’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;


 


(xxxiv)  
   Liens on assets deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts
to sell such assets;


 


(xxxv)     
Liens on any funds or securities held in escrow accounts or similar arrangements established for the purpose of holding
proceeds from issuances of debt securities or incurrences of other Indebtedness by the Company or any of its Restricted Subsidiaries issued
after the Issue Date, together with any additional funds required in order to fund any payment of interest or premium or discount on such
Indebtedness (or any costs related to the issuance or incurrence of such Indebtedness), mandatory redemption or sinking fund payment on
such debt securities or other Indebtedness;


 


(xxxvi)    
Liens incurred or deposits made to secure the performance of leases, tenders, statutory obligations (including those to
secure health, safety and environmental obligations and Liens required by applicable law to be granted in favor of creditors in relation
to a merger or other reorganization), warranties, bids, government or trade contracts (including customer contracts, but other than for
the payment of Indebtedness for borrowed money), indemnities, governmental contracts, performance, bid, appeal, indemnity, stay, customs,
judgment, completion, return-of-money and/or surety bonds, bankers’ acceptance facilities, completion guarantees and other obligations
of a like nature and obligations in respect of letters of credit posted to support any of the foregoing, in each case incurred in the
ordinary course of business;


 






    - 24 -


     


    

 


(xxxvii)     rights
of setoff, banker’s lien, netting agreements and other Liens arising by operation of law or by the terms of documents of banks
or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or similar
accounts or cash management arrangements or in connection with the issuance of letters of credit;


 


(xxxviii)    Liens
given to a utility or any municipality or Governmental Authority when requested or required by such utility, municipality or Governmental
Authority in connection with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and obligations
in respect of letters of credit posted to support any of the foregoing;


 


(xxxix)     
reservations, limitations, provisos and conditions expressed in any original grant from any Governmental Authority or other
grant of real or immovable property or interests therein;


 


(xl)            (i)
any interest or title (and all encumbrances and other matters affecting such interest or title) of, or Liens attributable to, an owner,
lessor, sublessor, licensor or sub-licensor under any lease, license, occupancy or similar arrangement with respect to real estate or
other property, (ii) any Lien, restriction or encumbrance to which the interest or title of such owner, lessor, sublessor, licensor or
sublicensor may be subject, (iii) subordination of the interest of the lessee, sub-lessee, licensee, sub-licensee or occupier under such
lease, sublease, license, sublicense, occupancy or similar arrangement to any Lien referred to in the preceding clause (ii), (iv) any
landlord Lien arising by applicable law or permitted by the terms of any lease, sublease, license, sublicense, occupancy or similar arrangement
or (v) any deposit of cash with the owner or lessor of premises leased and operated by the Company or any of its Restricted Subsidiaries
in the ordinary course of business to secure the performance of obligations under the terms of the lease for such premises;


 


(xli)           (i)
leases, licenses, subleases, sub-licenses, occupancies or cross-licenses granted to others (other than with respect to intellectual property),
(ii) assignments of intellectual property granted to a customer of the Company or any of its Restricted Subsidiaries in the ordinary
course of business which do not secure any Indebtedness for borrowed money or (iii) the rights reserved or vested in any Person (including
any Governmental Authority) by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted
Subsidiaries or required by applicable law, to terminate any such lease, license, franchise, grant or permit, or to require annual or
periodic payments as a condition to the continuance thereof;


 


(xlii)         undetermined
or inchoate Liens, rights of distress and charges incidental to current operations that have not at such time been filed or exercised,
or which relate to obligations not overdue for a period of more than 60 days, or, in each such case, if more than 60 days overdue, such
Liens and other rights (i) are unfiled and no other action has been taken to enforce such Liens and other rights, or (ii) are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person in accordance with IFRS;


 


(xliii)       
Liens arising solely in connection with rights of dissenting equity holders pursuant to applicable law in respect of the
Merger;


 


(xliv)        Liens
arising (i) out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods and bailee arrangements,
in each case in the ordinary course of business or (ii) by operation of law under Article 2 of the UCC (or any similar law of any jurisdiction);


 






    - 25 -


     


    

 


(xlv)         
Liens on securities or other assets that are the subject of repurchase agreements constituting investments arising out of
such repurchase transaction;


 


(xlvi)       
Liens that are rights of set-off or netting (i) relating to the establishment of depository relations with banks or other
financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) relating to purchase orders
and other agreements entered into with customers or contractual counterparties in the ordinary course of business;


 


(xlvii)       
Liens on cash and Cash Equivalents in connection with the defeasance, redemption, satisfaction and/or discharge of Indebtedness;


 


(xlviii)     
receipt of progress payments and advances from customers in the ordinary course of business to the extent such receipt or
advance, as applicable, creates a Lien on the related inventory and proceeds thereof;


 


(xlix)        
Liens in respect of sale leasebacks on the assets or property sold and leased back in such sale leaseback; and


 


(l)             deposits
by the Company and the Restricted Subsidiaries made in the ordinary course of business and held by (or for the benefit of) (i) regulatory
authorities in connection with state insurance licensing requirements, (ii) customers and contract counterparties including landlords
and lessors or (iii) issuers of letters of credit issued to Persons described in clauses (i) and (ii) above in the ordinary course of
business for so long as such letters of credit remain outstanding.


 


“Permitted Payees”
means any Company Person (or any Affiliate, Permitted Transferee or other transferee of any of the foregoing).


 


“Permitted Transferees”
means, with respect to any Person that is a natural Person (and any Permitted Transferee of such Person), (a) such Person’s immediate
family, including his or her spouse, ex-spouse, children, step-children, grandchildren and their respective lineal descendants, parent,
step- parent, grandparent, domestic partner, former domestic partner, sibling or step-sibling (and any lineal descendant thereof), mother-in-law,
father-in-law, son-in-law and daughter-in-law (including adoptive relationships), (b) any trust, partnership, estate planning vehicle
or other legal entity the beneficiaries of which are persons referred to in the preceding clause (a) and (c) such Person’s estate,
heirs, legatees, distributees, executors and/or administrators upon the death of such Person, or any private foundation or fund that is
controlled thereby, and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon such death, directly
or indirectly owned Equity Interests in the Company.


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, company, trust, unincorporated organization or government or other agency or political subdivision
thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate
 “person” under this Indenture.


 






    - 26 -


     


    

 


“Physical Note”
means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A,
registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.


 


“PIK Interest”
means payment of interest on the Notes through an increase in the principal amount of the outstanding Notes (including the increase of
any Physical Notes on the books and records of the Registrar) or through the issuance of PIK Notes (to the extent approved by the Trustee
in its sole discretion), to the extent all interest due on an Interest Payment Date is so paid.


 


“Preferred Stock”
means the preferred shares in the share capital of the Company of US$0.0001 each nominal or par value designated as Preferred Shares.


 


“Qualified Equity
Interests” means any Equity Interests that are not Disqualified Stock.


 


“Recurring Contracts”
means, as of any date of determination, any commercial contract of the Company or any of its Restricted Subsidiaries for the provision
of goods or services that are continuous and not project based.


 


“Redemption”
means the repurchase of any Note by the Company pursuant to Section 4.03.


 


“Redemption Date”
means the date fixed, pursuant to Section 4.03(D), for the settlement of the repurchase of any Notes by the Company pursuant to
a Redemption.


 


“Redemption Notice
Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant
to Section 4.03(F).


 


“Redemption Multiplier”
means, with respect to any Redemption Date, if such Redemption Date falls:


 


(a)               on
or after the second anniversary of the Issue Date but prior to the third anniversary of the Issue Date, 109.0%;


 


(b)               on
or after the third anniversary of the Issue Date but prior to the fourth anniversary of the Issue Date, 104.5%; or


 


(c)               on
or after the fourth anniversary of the Issue Date, 100.0%.


 


“Redemption Price”
means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(E).


 


“Redemption Principal
Amount” means the principal amount of a Note payable by the Company to redeem such Note upon its Redemption, calculated pursuant
to Section 4.03(B).


 


“Reference
Price” means the Last Reported Sale Price of the Ordinary Shares on the Issue Date (subject to proportionate adjustment
for stock or share dividends, stock or share splits or stock or share combinations with respect to the Ordinary Shares).


 






    - 27 -


     


    

 


“Registration Rights
Agreement” means section 5 of the Subscription Agreement.


 


“Regular Record
Date” with respect to any Interest Payment Date, means the [ ● ] or [ ● ] immediately preceding
the applicable [ ● ] or [ ● ] Interest Payment Date, respectively.


 


“Repurchase Upon
Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.


 


“Required Additional
Secured Debt Terms” means with respect to any Indebtedness, (a) such Indebtedness does not mature earlier than the Maturity
Date, (b) such Indebtedness does not have mandatory redemption features (other than customary exceptions) that could result in redemptions
of such Indebtedness prior to the Maturity Date (it being understood that the Company and the Restricted Subsidiaries shall be permitted
to make any AHYDO “catch up” payments, if applicable), (c) such Indebtedness is not guaranteed by any entity that is not a
Note Party, (d) such Indebtedness is incurred solely for the purposes of financing the development of one or more assembly facilities
and related equipment and (e) such Indebtedness is secured solely by Liens on such assembly facilities and related equipment.


 


“Responsible Officer”
means, (A) when used with respect to the Trustee or the Collateral Agent, as applicable, any officer of the Trustee or the Collateral
Agent assigned by the Trustee or the Collateral Agent, as applicable, having direct responsibility for the administration of this Indenture;
and (B) with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred
because of his or her knowledge of, and familiarity with, the particular subject.


 


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


 


“Restricted Note
Legend” means a legend substantially in the form set forth in Exhibit B-1.


 


“Restricted Share
Legend” means, with respect to any share certificates with respect to any Conversion Share, a legend on such certificates substantially
to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion
Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is
exempt from, or not subject to, the registration requirements of the Securities Act.


 


“Restricted Subsidiary”
means, with respect to any Person, at any time, any direct or indirect Subsidiary of such Person that is not then an Unrestricted Subsidiary;
provided that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.” Unless the context otherwise requires, any references to Restricted Subsidiary refer
to a Restricted Subsidiary of the Company.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 






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“Rule 144A”
means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 


“Scheduled Trading
Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which
the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange,
on the principal other market on which the Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded, then “Scheduled
Trading Day” means a Business Day.


 


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


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended.


 


“Security”
means any Note or Conversion Share.


 


“Security Agreement”
means that certain security agreement, dated as of the Issue Date, by and among the Company, the other grantors from time to time party
thereto and the Collateral Agent, as amended, supplemented or modified from time to time.


 


“Security Documents”
means all security agreements (including the Security Agreement), intercreditor agreements, pledge agreements, charges, mortgages, collateral
assignments, collateral agency agreements, or other grants or transfers for security executed and delivered by the Company or any Guarantor
creating (or purporting to create) a Lien upon Collateral for the benefit of the Holders to secure the obligations under this Indenture,
in each case, as amended, supplemented, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance
with its terms and the terms of this Indenture.


 


“Shelf Effectiveness
Date” means the date when the Shelf Registration Statement is effective and available for use and is expected to remain effective
and available during the period from, and including, the relevant Redemption Notice Date to, and including, the Business Day immediately
before the related Redemption Date or the related Tax Redemption Date, as of the Redemption Notice Date.


 


“Shelf Registration
Statement” has the meaning prescribed to it in the Registration Rights Agreement.


 


“Significant Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that constitutes, or any group of Subsidiaries of such Person that, in
the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange
Act) of such Person.




                 “Similar Business” means (1) any business conducted by the Company or
any of its Restricted Subsidiaries on the Issue Date or (2) any business or other activities that are reasonably similar, ancillary,
incidental, corollary, complementary, synergistic or related to, or a reasonable extension, development or expansion of, the
businesses that the Company and its Restricted Subsidiaries conduct or propose to conduct on the Issue Date.


 






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“SPAC Transactions”
means any transaction or series of transactions, including without limitation, such transactions contemplated by the Business Combination
Agreement, by and among Broadstone Acquisition Corp., Broadstone Sponsor LLP, Vertical Aerospace Ltd., Vertical Merger Sub Ltd., Vertical
Aerospace Group Ltd., Vincent Casey, and the shareholders of Vertical Aerospace Group Ltd. party thereto, as amended from time to time,
that results in the direct or indirect acquisition of the Company (or any parent or subsidiary thereof) by, or a merger or other combination
with or investment from, a publicly traded special purpose acquisition company or similar third party (in each case, including any parent
or subsidiary thereof), irrespective of the voting power of the resulting entity held by the shareholders of the Company preceding such
transaction or series of transactions.


 


“Special Interest”
means any interest that accrues on any Note pursuant to Section 7.03.


 


“Specified Transaction”
means any of the following identified by the Company: (a) transaction or series of related transactions, including investments, that results
in a Person becoming a Restricted Subsidiary, (b) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary,
(c) any acquisition, (d) any transaction or series of related transactions, including Asset Sale, that results in a Restricted Subsidiary
ceasing to be a Subsidiary of the Company, (e) any acquisition or disposition of assets constituting a business unit, line of business
or division of another Person or a facility, (f) any material acquisition, disposition or changes in customer, supplier or other commercial
contracts or arrangements or new material customer, supplier or other commercial contracts or arrangements, including (i) material changes
to amounts to be paid by or received by Note Parties and (ii) material changes to contracted or implemented revenue, (g) any restructuring
of the business of the Company, whether by merger, consolidation, amalgamation or otherwise, (h) any incurrence or repayment of Indebtedness
(other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital
purposes), and (i) transactions of the type given pro forma effect in (i) the Company Model or (ii) any quality of earnings report prepared
by a nationally recognized accounting firm in connection with the SPAC Transactions or any investment or acquisition consummated after
the Issue Date.


 


“Subordinated Indebtedness”
means, with respect to the Notes, any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes
and any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.


 


“Subscriber”
means Mudrick Capital Management L.P. or any fund, investor, entity or account that is managed, sponsored or advised by Mudrick Capital
Management L.P. or its Affiliates.


 


“Subscription Agreement”
means the Convertible Note Subscription Agreement, dated as of October [26], between the Company and the Subscriber.


 






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“Subsidiary”
means, with respect to any Person, (A) any corporation, company, association or other business entity (other than a partnership or
limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without
regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ or
shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees,
as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more
than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited
partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general,
special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the
other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability
company.


 


“Trading Day”
means any day on which (A) trading in the Ordinary Shares generally occurs on the principal U.S. national or regional securities exchange
on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities
exchange, on the principal other market on which the Ordinary Shares are then traded; and (B) there is no Market Disruption Event. If
the Ordinary Shares are not so listed or traded, then “Trading Day” means a Business Day.


 


“Transaction Expenses”
means any fees or expenses incurred or paid by the Company or any of its Subsidiaries in connection with the SPAC Transactions, this Indenture,
the Subscription Agreement and the Security Documents, and the transactions contemplated hereby and thereby, including any amortization
of such fees and expenses in any period.


 


“Transfer-Restricted
Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,
however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:


 


(A)             such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a Shelf Registration
Statement that was effective under the Securities Act at the time of such sale or transfer;


 


(B)              such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available
exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the
Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as
defined in Rule 144); and


 


(C)              such
Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company
during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale,
availability of current public information or notice.


 


The Trustee is under no
obligation to determine whether any Security is a Transfer- Restricted Security and may conclusively rely on an Officer’s
Certificate with respect thereto.


 






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“Treasury Rate”
means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business
Days prior to the date fixed for Redemption (or, if such Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from the Redemption Date to the second anniversary of the Issue Date; provided,
however, that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average
yield is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year)
from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the
Redemption Date to [ ● ] is less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate on the second Business Day
preceding the applicable Redemption Date (or date of deposit in the case of a satisfaction and discharge) and (b) prior to such Redemption
Date file with the Trustee an Officer’s Certificate setting forth the Make-Whole Premium and the Treasury Rate and showing the
calculation of each in reasonable detail.


 


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


 


“Trustee”
means the Person named as such in the first paragraph of this Indenture in its capacity as such until a successor replaces it in accordance
with the provisions of this Indenture and, thereafter, means such successor.


 


“UCC” means
the Uniform Commercial Code (or any successor statute), as in effect from time to time, of the State of New York or of any other state
the laws of which are required as a result thereof to be applied in connection with the issue or perfection of security interests.


 


“Unfunded Holdbacks”
means, with respect to any acquisition or investment, all purchase price holdbacks (not deposited in an escrow account) and similar consideration,
whether or not contingent, that is not due and payable to the sellers (or similar counterparty or beneficiary) in such investment or acquisition
transaction as of the date of consummation thereof, but instead is (or may become) due and payable only after such date of consummation.


 


“Unrestricted Subsidiary”
means:


 


(a)              
any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as
provided below); and


 


(b)              
any Subsidiary of an Unrestricted Subsidiary.


 


The Company may designate
any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on,
any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated).


 






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The Company may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation,
(i) no Event of Default shall have occurred and be continuing and (ii) (x) any outstanding Indebtedness of such Unrestricted Subsidiary
would be permitted to be incurred by a Restricted Subsidiary under Section 3.08 hereof and shall be deemed to be incurred thereunder
and (y) all Liens encumbering the assets of such Unrestricted Subsidiary would be permitted to be incurred by a Restricted Subsidiary
under Section 3.09 hereof and shall be deemed to be incurred thereunder, in each case calculated on a pro forma basis as if such
designation had occurred at the beginning of the applicable reference period.


 


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


 


“VWAP Market Disruption
Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which
the Ordinary Shares are then listed, or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange,
the principal other market on which the Ordinary Shares are then traded, to open for trading during its regular trading session on such
date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed
on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or
in any options contracts or futures contracts relating to the Ordinary Shares, and such suspension or limitation occurs or exists at any
time before 1:00 p.m., New York City time, on such date.


 


“VWAP Trading Day”
means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Ordinary Shares generally occurs on the principal
U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed
on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. If the
Ordinary Shares are not so listed or traded, then “VWAP Trading Day” means a Business Day.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any
date, the quotient obtained by dividing:


 


(a)              the
sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the
amount of such payment; by


 


(b)              the
sum of all such payments;


 


provided that for
purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded,
refinanced, renewed or defeased (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on
such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or
defeasance shall be disregarded.


 






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“Wholly Owned Subsidiary”
of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.


 


Section
1.02.     Other
Definitions.


 


	Term	 	Defined in Section
	“Additional Amounts”	 	3.14
	“Business Combination Event”	 	6.01(A)
	“Change in Tax Law”	 	4.04(A)
	“Conversion Agent”	 	2.06(A)
	“Conversion Consideration”	 	5.03(B)
	“Default Interest”	 	2.05(B)
	“Defaulted Amount”	 	2.05(D)
	“Event of Default”	 	7.01(A)
	“Expiration Date”	 	5.05(A)(v)
	“Expiration Time”	 	5.05(A)(v)
	“FATCA”	 	3.14
	“Fractional Ordinary Share”	 	5.03(B)(ii) 
	“Fundamental Change Notice”	 	4.02(E)
	“Fundamental Change Repurchase Right”	 	4.02(A)
	“Guaranteed Obligations”	 	9.01(A)(ii)Section 9.01(A)(ii)
	“Guarantor Business Combination Event”	 	Section 9.04(A)
	“Initial Notes”	 	2.03(A)
	“Notice of Conversion” 	 	5.02(A)
	“Ordinary Shares Change Event”	 	5.09(A)
	“Paying Agent”	 	2.06(A)
	“Redemption Notice”	 	4.03(F)
	“Relevant Jurisdiction” 	 	3.14
	“Reference Property”	 	5.09(A)
	“Reference Property Unit”	 	5.09(A)
	“Register”	 	2.06(B)
	“Registrar”	 	2.06(A)
	“Reporting Event of Default”	 	7.03(A)
	“Specified Courts”	 	13.07
	“Spin-Off”	 	5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	 	5.05(A)(iii)(2)
	“Stated Interest”	 	2.05(A)
	“Successor Corporation”	 	6.01(A)
	“Successor Person”	 	5.09(A)
	“Tender/Exchange Offer Valuation Period”	 	5.05(A)(v)





 






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Section
1.03.     Rules of Construction.


 


For purposes of this Indenture:


 


(A)            
“or” is not exclusive;


 


(B)             
“including” means “including without limitation”;


 


(C)             
“will” expresses a command;


 


(D)             
the “average” of a set of numerical values refers to the arithmetic average of such numerical values;


 


(E)             
words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;


 


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


 


(G)             
references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;


 


(H)             
the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture; and


 


(I)               
the term “interest,” when used with respect to a Note, includes any Special Interest, unless the context requires
otherwise.


 


Section
1.04.     [Reserved]


 


[Reserved]


 






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Section
1.05.     Limited
Condition Transactions.


 


When
calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in
connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions,
Investments, the incurrence or issuance of Indebtedness, and the use of proceeds thereof, the incurrence of Liens, repayments,
Restricted Payments and Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such
option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether
any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to
the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT
Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date
of delivery of an irrevocable notice, declaration of a Restricted Payment, the making of a Restricted Payment or similar event), in
each case, if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto
(including acquisitions, Investments, the incurrence or issuance of Indebtedness, and the use of proceeds thereof, the incurrence of
Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments (disregarding for the purposes of such
pro forma calculation any borrowing under any revolving credit facility) and at the election of the Company, any other acquisition
or similar Investment, Restricted Payment or Asset Sale that has not been consummated but with respect to which the Company has
elected to test any applicable condition prior to the date of consummation in accordance with this paragraph, as if they had
occurred at the beginning of the most recently completed four fiscal quarter period, the Company or any of its Restricted
Subsidiaries could have taken such actions or consummated such transactions on the relevant LCT Test Date in compliance with such
ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and
conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example,
whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a)
if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole
discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of
redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b)
except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and
conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction
and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness,
and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales).


 


For the
avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was
determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to
have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in total assets
of the Company or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have
been exceeded or failed to have been complied with as a result of such fluctuations (provided, for the avoidance of doubt, that the
Company or any Restricted Subsidiary may rely upon any improvement in any such ratio, test or basket availability); (2) if any
related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance
or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied
with or satisfied (including due to the occurrence or continuation of a Default or an Event of Default), such requirements and
conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be
deemed not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection
with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the
earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for
redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires
or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be
determined or tested giving pro forma effect to such Limited Condition Transaction and other transactions in connection therewith
(including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been
consummated.


 






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Article
2.         The
Notes


 


Section
2.01.     Form,
Dating and Denominations.


 


The Notes and the Trustee’s
certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required
by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Applicable
Procedures. Each Note will be dated as of the date of its authentication.


 


The Notes will be issued initially
in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the
Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear
or Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance
with Section 2.02) as hereinafter provided. The aggregate principal amount of the Global Notes may from time to time be increased
or decreased by adjustments made by the Registrar on the Schedule of Principal Amount to the Global Note and recorded in the Register,
as required by Section 2.06 hereof.


 


Global Notes may be exchanged
for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10.


 


The Notes will be issuable
only in registered form without interest coupons and only in Authorized Denominations. For the avoidance of doubt Euroclear and Clearstream
are not required


to monitor or enforce the Authorized Denominations.


 


Each certificate representing
a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.


 


Members of, or participants
and account holders in, Euroclear and Clearstream (“Participants”) shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Common Depositary or by the Trustee nor rights under such Global Note, and the Common Depositary
or its nominee (as the case may be) may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the sole owner
of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or
any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear
or Clearstream or impair, as between Euroclear and Clearstream and the Participants (as applicable), the operation of customary practices
of such persons governing the exercise of the rights of a holder of a Book-Entry Interest in any Global Note.


 


Subject to the provisions
of this Section 2.01, the registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants
and Persons that may hold interests through Participants, to take any action that a holder of a Book-Entry Interest in such Global Note
is entitled to take under this Indenture or the Notes.


 






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


 


The terms contained in the
Notes constitute part of this Indenture, and, to the extent applicable, the Company, the Trustee and the Collateral Agent, by their execution
and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that
any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes
of this Indenture and such Note.


 


Section
2.02.     Execution,
Authentication and Delivery.


 


(A)            
Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual,
electronic (e.g., “.pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer
whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.


 


(B)             
Authentication by the Trustee and Delivery.


 


(i)                No
Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory
of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.


 


(ii)             
The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate
of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance
with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate
such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company
Order also requests the Trustee to deliver such Note to any Holder or to the Common Depositary, then the Trustee will promptly deliver
such Note in accordance with such Company Order.


 


(iii)           
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating
agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture
by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating
agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication
agent was validly appointed to undertake.


 






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Section
2.03.    
Initial Notes and Additional Notes.


 


(A)             Initial
Notes. On the Issue Date, there will be originally issued two hundred million dollars (US$200,000,000) aggregate principal
amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section
2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the
 “Initial Notes.”


 


(B)             
Additional Notes. With the consent of a majority of the Holders, the Company may, subject to the provisions of this Indenture
(including Section 2.02), issue additional Notes (for the avoidance of doubt, no such consent shall be required for PIK Notes)
with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue
on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing,
be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture; provided,
however, that if any such additional Notes are not fungible with other Notes issued under this Indenture for U.S. federal income
tax or U.S. federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP, ISIN or Common Code numbers
or by no CUSIP, ISIN or Common Code numbers.


 


(C)             
PIK Notes. If the Company elects to pay PIK Interest in respect of the Notes as set forth in Section 2.05 below,
the Company may elect on or prior to the Interest Payment Date immediately preceding the relevant Interest Period (subject to the restrictions
described in the form of Notes in Exhibit A) to either increase the outstanding principal amount of the Notes or (if approved by
the Trustee in its sole discretion) issue additional Notes (the “PIK Notes”) under this Indenture having the same terms
as the Notes (in each case, a “PIK Payment”). Any PIK Notes will, be considered to be part of the same series of, and
rank equally and ratably with all other, Notes issued under this Indenture.


 


Section
2.04.     Method of Payment.


 


(A)            
Global Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity
Date, Redemption on a Redemption Date or Tax Redemption on a Tax Redemption Date or repurchase on a Fundamental Change Repurchase Date
or otherwise) of, interest on, and any cash Conversion Consideration for, any Global Note to the Common Depositary as the registered Holder
of such Global Note, by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.


 


(B)              Physical
Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date,
Redemption on a Redemption Date or Tax Redemption on a Tax Redemption Date or repurchase on a Fundamental Change Repurchase Date or
otherwise) of, interest on, and any cash Conversion Consideration due upon conversion of, any Physical Note no later than the time
the same is due as provided in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million
dollars (US$5,000,000) (or such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such
Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the
immediately following sentence, a written request that the Company (or the Paying Agent) make such payment by wire transfer to an
account of such Holder within the United States, by wire transfer of immediately available funds to such account; and (ii) in all
other cases, by check mailed to the address of the Holder of such Physical Note entitled to such payment as set forth in the
Register. To be timely, such written request must be so delivered no later than the Close of Business on the following date: (x)
with respect to the payment of any interest due on an Interest Payment Date, the immediately preceding Regular Record Date; and (y)
with respect to any other payment, the date that is fifteen (15) calendar days immediately before the date such payment is due.


 






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Section
2.05.    
Accrual of Interest; Defaulted Amounts; When Payment Date is Not
a Business Day.


 


(A)            
Accrual of Interest.


 


(i)                
Each Note will accrue interest at a rate per annum equal to seven percent (7.00%) with respect to interest paid in cash (“Cash
Interest”) and nine percent (9.00%) with respect to PIK Interest (together with the Cash Interest as the interest rate selected
by the Company for any Interest Period, the “Stated Interest”), plus Special Interest on the Notes, if any, that may
accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue from, and including, the most recent date to which
Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date
set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such
circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E)
and 5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date,
beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the
Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Special Interest on the Notes
will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


(ii)             
The Company shall elect on each Interest Payment Date, by notice to the Trustee, whether interest for the immediately following
Interest Period shall be Cash Interest or PIK Interest (and not a combination thereof); provided that if the Company does not timely
elect the form of interest payment, then the Company will be deemed to have selected PIK Interest (and, for the avoidance of doubt, the
failure to timely make such election will not constitute a Default or Event of Default).


 


(B)             
Cash Interest.


 


(i)                
All accrued and unpaid Cash Interest on the Notes for the relevant Interest Period shall be paid in cash on the related Interest
Payment Date.


 


(ii)             
The Company shall determine on each Interest Payment Date to pay Cash Interest or PIK Interest, and in the case of Cash Interest,
to pay cash for the immediately following Interest Period; provided that if the Company does not timely elect the form of interest
payment, then the Company will be deemed to have selected PIK Interest (and, for the avoidance of doubt, the failure to timely make such
election will not constitute a Default or Event of Default).


 






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(C)             
PIK Interest.


 


(i)                
 Any PIK Interest on the Notes will be payable to Holders and (x) with respect to the Notes represented by one or more Global Notes
registered in the name of, or held by, the Common Depositary or its nominee on the relevant Regular Record Date, by increasing the principal
amount of the outstanding Global Notes by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up
to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in
principal amount and (y) with respect to Notes represented by certificated Notes, by increasing the balance of such Notes on the books
and records of the Registrar (or, in the Trustee’s sole discretion, by issuing PIK Notes in certificated form in an aggregate principal
amount equal to the amount of PIK Interest for the applicable Interest Period) (rounded up to the nearest whole dollar), and the Trustee
will, upon receipt of an authentication order and PIK Notes from the Company, increase the balance of the certificated notes on the books
and records of the Registrar (or, in the Trustee’s sole discretion, authenticate and deliver such PIK Notes in certificated form
for original issuance) to the Holders as of the relevant record date, as shown by the records of the Register. Following an increase in
the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount
from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be distributed to Holders, will be dated as
of the applicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will
mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have
the same rights and benefits as the Notes issued on the Issue Date.


 


(ii)             
If the Company pays a portion of the interest on the Notes in cash and a portion as PIK Interest, such cash and PIK Interest shall
be paid to Holders pro rata in accordance with their interests.


 


(iii)           
Notwithstanding anything to the contrary in this Indenture or the Notes, the payment of accrued and unpaid interest in connection
with any repurchase of the Notes as described Article 4 of this Indenture and on the Maturity Date shall be made solely in cash.


 






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(D)            
Defaulted Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on
or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default,
(i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the
extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the
rate per annum at which Stated Interest for the applicable Interest Period accrues plus 100 basis points, from, and including, such due
date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest
then due thereon will be paid on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special
record date selected by the Company, provided that such special record date must be no more than fifteen (15), nor less than ten
(10), calendar days before such payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company
will send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted
Amount and Default Interest then due thereon to be paid on such payment date.


 


(E)             
 a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include
any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any
unwinding of any such division or allocation;


 


(F)             
In addition to Default Interest, (but without duplication thereof) upon the occurrence and during the continuance of an Event of
Default other than a Reporting Event of Default, to the extent lawful, interest on the Notes will accrue at a rate per annum equal to
the rate per annum at which Stated Interest for the applicable Interest Period accrues plus 200 basis points, from, and including, the
date that such Event of Default occurred to, but excluding, the date that such Event of Default has been cured.


 


(G)            
Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture
is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the
immediately following Business Day and no interest will accrue on such payment as a result of the related delay. Solely for purposes of
the immediately preceding sentence, a day on which the applicable place of payment is authorized or obligated by law, regulation or executive
order to close or be closed will be deemed not to be a “Business Day.”


 


(H)            
On or prior to each Interest Payment Date, the Company shall deliver a written notice to the Holders, the Trustee, the Paying Agent
and the Conversion Agent for the succeeding Interest Period. Such notice shall include:


 


(i)                
whether the Company will pay Cash Interest or PIK Interest and a reasonably detailed calculation thereof; and


 


(ii)             
any other information that may be reasonably requested by the Trustee or a Paying Agent in connection with the foregoing;


 


provided that
if the Company does not timely elect the form of interest payment, then the Company will be deemed to have selected PIK Interest (and,
for the avoidance of doubt, the failure to provide such notice will not constitute a Default or Event of Default).


 


Section
2.06.     Registrar, Paying
Agent and Conversion Agent.


 


(A)            
Generally. The Company will maintain (i) an office or agency where Notes may be presented for registration of transfer or
for exchange (the “Registrar”); (ii) an office or agency where Notes may be presented for payment (the “Paying
Agent”); and (iii) an office or agency where Notes may be presented for conversion (the “Conversion Agent”).
[The Company hereby designates the Corporate Trust Office of the Trustee as such offices.] If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, then the Trustee will act as such and will receive compensation therefor in accordance with this Indenture
and other agreement to be agreed between the Trustee and the Company. For the avoidance of doubt, the Company or any of its Subsidiaries
may act as Registrar, Paying Agent or Conversion Agent.


 


(B)              Duties
of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the
Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent manifest
error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded
as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being
converted into written form reasonably promptly. In all cases the Register shall be held and the Registrar shall operate outside of
the United Kingdom.


 






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(C)             
Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint
one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion
Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying Agent or Conversion
Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will
notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and
will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture
that relate to such Note Agent.


 


(D)            
Initial Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial
Conversion Agent. In acting in such capacities under this Indenture and in connection with the Notes, the Trustee in such capacities will
act solely as an agent of the Company and will not thereby assume any obligations towards, or relationship of agency or trust for or with,
any Holder.


 


Section
2.07.    
Paying Agent and Conversion Agent to Hold Property in Trust.


 


The Company will require each
Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit
of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify
the Trustee in writing of any default by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee,
while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property
held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries)
will have no further liability for such money or property. If the Company or any of its Subsidiaries acts as Paying Agent or Conversion
Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other
property held by it as Paying Agent or Conversion Agent; and (B) references in this Indenture or the Notes to the Paying Agent or Conversion
Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case
for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property
so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence
of any event pursuant to clause (viii) or (xi) of Section 7.01(A) with respect to the Company (or with respect to
any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent,
as applicable, for the Notes.


 


Section
2.08.     Holder Lists.


 


If the Trustee is not the
Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date and at such
other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the
names and addresses of the Holders.


 


Section
2.09.     Legends.


 


(A)            
Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this
Indenture, required by the Common Depositary for such Global Note).


 


(B)             
Non-Affiliate Legend. Each Note will bear the Non-Affiliate Legend.


 


(C)             
Restricted Note Legend.


 


(i)                
Each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and


 


(ii)             
If a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being
referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B),
2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note
Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable;
provided, however, that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted
Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.


 


(D)            
Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable
law or by any securities exchange or automated quotation system on which such Note is traded or quoted.


 






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(E)             
Acknowledgment and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this
Section 2.09 will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in
such legend.


 


(F)             
Restricted Share Legend.


 


(i)                
Each Conversion Share will bear the Restricted Share Legend if the Note upon the conversion of which such Conversion Share was
issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued;
provided, however, that such Conversion Share need not bear the Restricted Share Legend if the Company determines, in its
reasonable discretion, that such Conversion Share need not bear the Restricted Share Legend.


 


(ii)              Notwithstanding
anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Share Legend if such
Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company
takes measures (including the assignment thereto of a “restricted” ISIN number) that it reasonably deems appropriate to
enforce the transfer restrictions referred to in the Restricted Share Legend.


 


Section
2.10.    
Transfers and Exchanges; Certain Transfer Restrictions.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


(i)                
Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from
time to time. The Registrar will record each such transfer or exchange of Physical Notes in the Register. Book-Entry Interests in Global
Notes will be transferred or exchanged in accordance with the Applicable Procedures by Euroclear or Clearstream.


 


(ii)             
Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for
purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the
Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof,
as applicable.


 


(iii)           
The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer,
exchange or conversion of Notes, but the Company, the Guarantors, the Trustee, the Registrar and the Conversion Agent may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange
or conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.


 


(iv)            
Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless
the portion to be so transferred or exchanged is in an Authorized Denomination.


 


(v)              
The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed
under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other
documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form
with the requirements of this Indenture.


 


(vi)             The
Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the
Common Depositary or other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of
Redemption or repurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with
respect to such Notes. All payments to be made to Holders in respect of the Notes will be given or made only to or upon the order of
the registered Holders (which is the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners
in any Global Note will be exercised only through the Common Depositary subject to the Applicable Procedures. The Trustee may rely
and will be fully protected in relying upon information furnished by the Common Depositary with respect to its members, participants
and any beneficial owners.


 






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(vii)         
Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.


 


(viii)       
Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such
transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the
date of such satisfaction.


 


(ix)            
For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange”
of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed
to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” ISIN number,
an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”
ISIN number.


 


(x)              
Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Common Depositary.


 


(B)             
Transfers and Exchanges of Global Notes.


 


(i)                
Transfers of Book-Entry Interests between Participants shall be effected by Euroclear or Clearstream, as applicable, in each case
pursuant to the Applicable Procedures. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note;
provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes
if:


 


(1)              
Euroclear or Clearstream notifies the Issuer that they are unwilling or unable to continue to act as depositary and a successor
depositary is not appointed by the Issuer within 120 days; or


 


(2)              
 an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request
from the Common Depositary, or from a holder of a Book-Entry Interest in such Global Note, to exchange such Global Note or Book-Entry
Interest, as applicable, for one or more Physical Notes;


 


(3)              
the Company, in its sole discretion, permits the exchange of any Book-Entry Interest in such Global Note for one or more Physical
Notes at the request of the owner of such Book-Entry Interest.


 


(ii)             
 Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):


 


(1)              
the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note
having a principal amount of zero, the Company may (but is not required to) instruct the Trustee in writing to cancel such Global Note
pursuant to Section 2.15);


 


(2)              
if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of
any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other
Global Note;


 


(3)              
if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate,
in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and


 


(4)              
if such Global Note (or such portion thereof), or any Book-Entry Interest therein, is to be exchanged for one or more Physical
Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal
amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Common Depositary specifies (or as otherwise
determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.


 


(iii)           
Each transfer or exchange of a Book-Entry Interest in any Global Note will be made in accordance with the Applicable Procedures.


 






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(C)             
Transfers and Exchanges of Physical Notes.


 


(i)                
Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in
an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination)
for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal
amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Applicable Procedures, transfer
such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a Book-Entry Interest in one or more Global
Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:


 


(1)              
surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer
instruments reasonably required by the Company, the Trustee or the Registrar; and


 


(2)              
 deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).


 


(ii)             
Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical
Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any portion
of such old Physical Note in an Authorized Denomination):


 


(1)              
such old Physical Note will be promptly cancelled pursuant to Section 2.15;


 


(2)              
if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized
Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred
or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09;


 


(3)              
in the case of a transfer:


 


(a)              
to the Common Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to
be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more
existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global
Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global
Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so
effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section
2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum
aggregate principal amount permitted by the Common Depositary or otherwise), then the Company will issue, execute and deliver, and the
Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations
and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required
by Section 2.09; and


 


(b)               to
a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one
or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount
equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if
any, required by Section 2.09; and


 


(4)              
in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal
to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered;
and (z) bear each legend, if any, required by Section 2.09.


 






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(D)            
Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted”
ISIN or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:


 


(i)                
remove such Restricted Note Legend; or


 


(ii)             
register the transfer of such Note to the name of another Person,


 


then the Company, the Guarantors, the Trustee
and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company,
the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantors, the
Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with
the Securities Act and other applicable securities laws.


 


(E)             
Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture
or the Notes, the Company, the Guarantors, the Trustee and the Registrar may refuse to register the transfer of or exchange any Note that
(i) has been surrendered for conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn,
pursuant to Section 4.02(F), except to the extent that the Company fails to pay the applicable Fundamental Change Repurchase Price
when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that the Company fails to pay
the applicable Redemption Price when due.


 


Section
2.11.     Exchange and Cancellation
of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.


 


(A)             Partial
Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or
Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased
pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is
surrendered for such conversion, redemption or repurchase, as applicable, the Company will cause such Physical Note to be exchanged,
pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an
aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or
repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount
equal to the principal amount to be so converted, redeemed or repurchased, as applicable, which Physical Note will be converted,
redeemed or repurchased, as applicable, pursuant to the terms of this Indenture; provided, however, that the Physical
Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such
conversion, redemption or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18.


 


(B)             
Cancellation of Notes that Are Converted and Notes that Are Repurchased Pursuant to a Repurchase Upon Fundamental Change or
Redemption.


 


(i)                
Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section
2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change
or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant
to Section 2.18 and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical
Note will be cancelled pursuant to Section 2.15; and (2) in the case of a partial conversion, redemption or repurchase, as applicable,
the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal
amount of such Physical Note that is not to be so converted or repurchased, as applicable, taking any payments of PIK Interest into account;
(y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09.


 


(ii)             
Global Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant
to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to
be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such Global Note in an
amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable, by notation on the
 “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of
such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).


 






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Section
2.12.     [Reserved.]


 


Section
2.13.    
Replacement Notes.


 


If a Holder of any Note
claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and
the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee
of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably
satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee
may require the Holder thereof to provide such security or indemnity that is satisfactory to protect the Company, the Trustee and
the Collateral Agent and that is satisfactory to the Trustee and the Collateral Agent to protect the Company, the Trustee and the
Collateral Agent from any loss that any of them may suffer if such Note is replaced. The Company may charge for its and the
Trustee’s expenses in replacing a Note.


 


Every replacement Note issued
pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and ratably with all other Notes issued under this Indenture.


 


Section
2.14.     Registered Holders;
Certain Rights with Respect to Global Notes.


 


Only the Holder of a Note
will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Participants will have
no rights as such under this Indenture with respect to any Global Note held on their behalf by the Common Depositary or its nominee, or
by the Trustee as its custodian, and the Company, the Guarantors, the Trustee, the Collateral Agent and the Note Agents, and their respective
agents, may treat the Common Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however,
that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that hold
interests in Notes through Participants, to take any action that such Holder is entitled to take with respect to such Global Note under
this Indenture or the Notes; and (B) the Company, the Guarantors, the Trustee and the Collateral Agent, and their respective agents, may
give effect to any written certification, proxy or other authorization furnished by the Common Depositary.


 


Section
2.15.     Cancellation.


 


The Company may at any time
deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each
Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee will promptly cancel all Notes so surrendered
to it in accordance with its customary procedures. Without limiting the generality of Section 2.03(B), the Company may not originally
issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.


 


Section
2.16.     Notes Held by the
Company or its Affiliates.


 


Without limiting the generality
of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction,
waiver or consent, Notes (if any) owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided,
however, that, for purposes of determining whether the Trustee or Collateral Agent is protected in relying on any such direction,
waiver or consent, only Notes that a Responsible Officer of the Trustee or Collateral Agent, as applicable, actually knows are so owned
will be so disregarded.


 


Section
2.17.    
Temporary Notes.


 


Until definitive Notes
are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have
variations that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and
deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for
temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture
as definitive Notes.


 






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Section
2.18.     Outstanding Notes.


 


(A)            
Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly
executed and authenticated (giving effect to, and as increased by, any payment of PIK Interest made thereon by increasing the aggregate
principal amount of such Notes by an amount equal to the PIK Interest payable, rounded up to the nearest whole dollar), excluding those
Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance
with Section 2.15; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the
Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon conversion) in accordance
with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), (D)
or (E) of this Section 2.18.


 


(B)             
Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the
time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a
 “bona fide purchaser” under applicable law.


 


(C)             
PIK Notes. The aggregate principal amount of outstanding Notes shall from time to time be increased, as applicable, to reflect
PIK Interest.


 


(D)            
Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Tax Redemption Date,
a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price,
Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest in each case
due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed
or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided
in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof),
as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental
Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof),
in each case as provided in this Indenture.


 


(E)             
Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted,
such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant
to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent
provided in Section 5.02(D).


 


(F)              Cessation
of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest will cease to
accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be
outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.


 


Section
2.19.     Repurchases by
the Company.


 


Without limiting the generality
of Section 2.15, the Company or its Subsidiaries may repurchase Notes in open market purchases or in negotiated transactions. In
connection with any such repurchase, the Company may appoint a tender agent, in which case such tender agent may be the Paying Agent in
connection with such repurchase.


 


Section
2.20.     CUSIP, ISIN and
Common Code Numbers.


 


The Company may use one or
more CUSIP, ISIN or Common Code numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP, ISIN
or Common Code number(s) in notices to Holders as applicable; provided, however, that (i) the Trustee makes no representation
as to the correctness or accuracy of any such CUSIP, ISIN or Common Code number; (ii) the effectiveness of any such notice will not be
affected by any defect in, or omission of, any such CUSIP, ISIN or Common Code number; and (iii) the Trustee shall have no liability for
any defect in the CUSIP, ISIN or Common Code numbers as they appear on any Note, notice or elsewhere. The Company will promptly notify
the Trustee, in writing, of any change in the CUSIP, ISIN or Common Code number(s) identifying any Notes.


 


Section
2.21.     Registration Rights
Agreement.


 


The Holders are entitled to
the benefits of the Registration Rights Agreement. Neither the Trustee nor the Collateral Agent shall have any obligation to monitor or
enforce the terms of the Registration Rights Agreement.


 






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Section
2.22.     Listing.


 


The Company shall use its
best endeavors to secure and maintain the listing and admission to trading of the Notes on the International Stock Exchange for so long
as any Notes are outstanding or, if it is unable to do so having used its best endeavors, use best endeavors to obtain and maintain a
quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may decide provided
that such new stock exchange is a “recognized stock exchange” or a “multilateral trading facility” for the
purposes of section 1005 or section 987 of the Income Tax Act 2007 (respectively).


 


Article
3.         Covenants


 


Section
3.01.     Payment on Notes.


 


(A)            
Generally. The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption
Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.


 


(B)              Deposit
of Funds. Before 10:00 A.M., New York City time, on each Redemption Date, Tax Redemption Date, Fundamental Change Repurchase
Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company
will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date,
sufficient to pay the cash amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as
practicable, any money not required for such purpose.


 


(C)             
PIK Interest. PIK Interest shall be considered paid on the date due if on such date the Trustee has received (i) a written
order, pursuant to Section 2.05, from the Company signed by an Officer to increase the balance of any Global Note to reflect such
PIK Interest or (ii) a written order, to increase the balance of a Physical Note on the books and records of the Registrar to reflect
such PIK Interest. For the avoidance of doubt, the Trustee shall not be obligated to authenticate such additional Notes representing PIK
Interest unless approved by the Trustee in its sole discretion.


 


Section
3.02.     Exchange Act Reports.


 


(A)            
Generally. The Company will send to the Trustee copies of all reports that the Company is required to file with or furnish
to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is
required to file or furnish the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however,
that the Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not
been denied, confidential treatment by the SEC. Any report that the Company files with or furnishes to the SEC through the EDGAR system
(or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed or furnished via the EDGAR system
(or such successor). Upon the request of any Holder, the Company will provide to such Holder a copy of any report that the Company has
furnished or filed pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the
preceding sentence.


 


(B)             
Trustee’s Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR system
(or such successor). The sending or filing of reports pursuant to Section 3.02(A) to the Trustee will be for informational purposes
only, and the Trustee’s receipt of such reports will not be deemed to constitute actual or constructive notice to the Trustee of
any information contained, or determinable from information contained, therein, including the Company’s compliance with any of its
covenants under this Indenture (as to which the Trustee is entitled to rely exclusively and conclusively on Officer’s Certificates).
The Trustee shall have no liability or responsibility for the filing, content or timeliness if any report hereunder.


 


Section
3.03.     Rule 144A Information.


 


If the Company is not
subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or Ordinary Shares issuable upon conversion of the
Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its
successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser
of such Notes or shares, 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 pursuant to Rule 144A. The Company (or its successor) will take such further action as any Holder
or beneficial owner of such Notes or shares may reasonably request to enable such Holder or beneficial owner to sell such Notes or
shares pursuant to Rule 144A.


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports will not constitute
actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of the Company’s covenants under this Indenture (as to which the Trustee is entitled to rely exclusively and
conclusively on Officer’s Certificates).


 






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Section
3.04.     [Reserved.]


 


Section
3.05.     Compliance and
Default Certificates.


 


(A)            
Annual Compliance Certificate. Within ninety (90) days after December 31, 2021 and each fiscal year of the Company ending
thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised
a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default
or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred and
is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take
with respect thereto).


 


(B)             
Default Certificate. If a Default or Event of Default occurs, then the Company will, within 30 days after its first occurrence,
promptly deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to
take with respect thereto; provided, however, that the Company will not be required to deliver such notice if such Default or Event
of Default, as applicable, has been cured within the applicable grace period, if any, provided herein.


 


Section
3.06.     Stay, Extension
and Usury Laws.


 


To the extent that it may
lawfully do so, the Company (A) agrees that it will 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 (wherever or whenever enacted or in force) that may affect the covenants or
the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by
resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee or the Collateral Agent by this Indenture,
but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section
3.07.     Acquisition of
Notes by the Company and its Affiliates.


 


Without limiting the generality
of Section 2.18, Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to remain
outstanding (except to the extent provided in Section 2.16) until such time as such Notes are delivered to the Trustee for cancellation.


 


Section
3.08.     Limitation on Incurrence of Indebtedness for Borrowed Money.


 


The Company will not, nor
will the Company permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)
with respect to any Indebtedness for borrowed money except for:


 


(a)                    
(I) any Indebtedness that is secured by a Lien on the assets of the Company or any of its Restricted Subsidiaries in an
amount not to exceed US$100,000,000 and (II) any refinancing of Indebtedness incurred pursuant to the foregoing clause (I); provided
that such Indebtedness complies with the Required Additional Secured Debt Terms;


 


(b)                   
(I) any unsecured Indebtedness (whether senior or subordinated) in an amount not to exceed US$50,000,000; and (II) any refinancing
of Indebtedness incurred pursuant to the foregoing clause (I); provided that (x) such Indebtedness shall not be permitted unless
the Company or any of its Restricted Subsidiaries have received, and are at the time of incurrence maintaining, type certification from
the European Aviation Safety Agency or the UK Civil Aviation Authority and (y) the net proceeds of such Indebtedness shall be used only
for the purposes of funding working capital and production of aircraft;


 


(c)                    
 Indebtedness represented by the Initial Notes (as increased from time to time by PIK Interest) and any PIK Notes;


 


(d)                   
any Indebtedness of the Company or of any of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries;


 


(e)                    
any Indebtedness to finance Capital Lease Obligations in the ordinary course of business, in an amount not to exceed US$10,000,000;


 


(f)                    
any Indebtedness arising in connection with customary joint venture arrangements; and


 


(g)                   
any other Indebtedness in an amount not to exceed US$10,000,000 at any time.


 


For purposes of determining compliance
with this covenant, in the event that a proposed Indebtedness (or a portion thereof) meets the criteria of clauses (a) through (g) above,
the Company will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such
reclassification) such Indebtedness (or a portion thereof) between such clauses (a) through (g) in any manner that otherwise complies
with this definition.


 






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Notwithstanding anything to
the contrary in this Indenture or the Notes, the Company hereby grants the Subscriber a right of first refusal in connection with
any additional Indebtedness for borrowed money to be incurred by the Company or any of its Subsidiaries, subject to the following
terms and conditions. From and after the Issue Date, prior to the incurrence of any additional Indebtedness by the Company or any of
its Subsidiaries, the Company shall notify the Subscriber of its or such Subsidiary’s intention to incur additional
Indebtedness, provide the Subscriber with a proposed term sheet (the “Proposed Term Sheet”) negotiated in good
faith and on an “arm’s length” basis with a third party lender or investor and offer to the Subscriber a right of
first refusal to offer such financing under the same terms and conditions as those outlined in the proposed term sheet. The
Subscriber shall have the right, but not the obligation, to deliver its own proposed term sheet setting forth the terms and
conditions on terms no less favorable than those outlined in Proposed Term Sheet within five (5) Business Days of receipt of any
such Proposed Term Sheet. If the provisions of the Subscriber’s term sheet are at least as favorable to the Company or such
Subsidiary as the provisions of the Proposed Term Sheet, the Company or such Subsidiary shall enter into and consummate the
additional financing transaction outlined in the Subscriber’s term sheet. Neither the Trustee nor the Collateral Agent shall
have any obligation to monitor or enforce the terms of the Subscription Agreement or the Proposed Term Sheet, and may assume without
inquiry that no default or other breach of this Section 3.08 has occurred in the absence of a written notice from the Company or the
Holders of the requisite principal amount (and not the Subscriber) in accordance with this Indenture.


 


Section
3.09.     Limitation on Liens
Securing Indebtedness.


 


The Company will not, nor will the Company permit
any of its Restricted Subsidiaries to create, assume or suffer to exist any Lien to secure Indebtedness on any property or assets now
owned or hereafter acquired by the Company or any of its Restricted Subsidiaries except for Permitted Liens.


 


Section
3.10.     Limitation on Asset
Sales.


 


The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale, unless:


 


(i)                
the Company or such Restricted Subsidiary, as the case may be, receives consideration (including, but not limited to, by
way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with,
such Asset Sale) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company at
the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and


 


 


(ii)              
at least 75% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative
basis), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents.


 


If the Company or any of its Restricted Subsidiaries
consummates one or more Asset Sales resulting in aggregate proceeds in excess of US$5,000,000 per annum, the Company shall be required
to make an offer, within 10 Business Days of receipt of such proceeds, to repurchase such amount of Notes outstanding on the date of the
consummation of such Asset Sale, at an amount equal to the applicable Redemption Price at the time of receipt of such proceeds.


 






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Section
3.11.     Limitation on Transactions
with Affiliates.


 


		(a)	The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to,
or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”)
unless:



 





(i)                     
such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person on an arm’s-length basis or, if in the good faith judgment of the Company, no comparable transaction is available with which
to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or such Restricted Subsidiary from
a financial point of view and when such transaction is taken in its entirety; and


 


(ii)                   
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration
in excess of US$2,000,000 per annum, the terms of such transaction have been approved by a majority of the members of the Board of Directors.


 


Any Affiliate Transaction shall be deemed to have
satisfied the requirements of clause (ii) of this Section 3.11(a) if such Affiliate Transaction is approved by a majority of the
disinterested directors of the Company.


 


		(b)	The provisions of Section 3.11(a) hereof shall not apply to the following:



 


(i)                     
(A) transactions between or among the Company or any of its Restricted Subsidiaries (or any entity that becomes a Restricted
Subsidiary as a result of such transaction);


 


(ii)                   
payments by the Company or any of its Restricted Subsidiaries, (A) to reimburse for any out-of-pocket costs and expenses
incurred in connection with the provision of any management, advisory, consulting or other similar services, (B) for indemnification and
similar expenses, (C) for customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities, which payments are approved by the majority of the Board of Directors in
good faith,


 


(iii)                 
(A) employment agreements, employee benefit and incentive compensation plans and arrangements, and (B) the payment of reasonable
and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements;


 


(iv)                 
transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter
from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial
point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person on an arm’s- length basis;


 


(v)                   
 any agreement or arrangement as in effect as of the Issue Date, or any amendment or replacement thereto (so long as any
such amendment or replacement is not materially disadvantageous in the good faith judgment of the Company to the Holders when taken as
a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date);


 


(vi)                 
the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms
of, any stockholders, shareholders, investor rights or similar agreement (including any registration rights agreement or purchase agreement
related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided that
the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to
any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vi)
to the extent that the terms of any such amendment or new agreement are not otherwise, when taken as a whole, materially disadvantageous
in the good faith judgment of the Company to the Holders than those in effect on the Issue Date;


 


(vii)               
the Merger and the payment of all fees and expenses related to the Merger;


 






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(viii)             
transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or
services or providers of employees or other labor that are Affiliates, in each case in the ordinary course of business or that are consistent
with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries,
in the reasonable determination of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party;


 


(ix)                 
the issuance or transfer of (A) any Equity Interests and (B) directors’ qualifying shares and shares issued to foreign
nationals as required by applicable law;


 


(x)                   
 sales of accounts receivable, or participations therein, or accounts receivable, royalty or other revenue streams and other
rights to payment and any other assets, or other transactions, in connection with any Indebtedness permitted under this Indenture;


 


(xi)                 
any payments pursuant to any management equity plan or stock or share option plan or any other management or employee benefit
plan or agreement or any stock or share subscription or shareholder agreement that are, in each case, approved by the Company in good
faith; and any employment agreements, stock or share option plans and other compensatory arrangements (and any successor plans thereto)
and any supplemental executive retirement benefit plans or arrangements that are, in each case, approved by the Company in good faith;


 


(xii)                (A)
investments by Affiliates in securities or loans or other Indebtedness of the Company or any of its Restricted Subsidiaries (and
payment of out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by
the Company or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and payments to
Affiliates in respect of securities or loans or other Indebtedness of the Company or any of its Restricted Subsidiaries contemplated
in the foregoing subclause (A) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each
case, in accordance with the terms of such securities or loans;


 






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(xiii)             
payments to or from, and transactions with, any customers, clients, joint ventures or joint venture partners, suppliers,
purchasers or sellers of goods or services or Unrestricted Subsidiary in the ordinary course of business or consistent with past practice
(including, without limitation, any cash management activities related thereto);


 


(xiv)              
payments by the Company and its Subsidiaries pursuant to, or the entry into, tax sharing agreements among the Company and
its Subsidiaries;


 


(xv)                
any lease entered into between the Company or any of its Restricted Subsidiaries, as lessee, and any Affiliate of the Company,
as lessor, which is approved by the Company in good faith;


 


(xvi)         
non-exclusive intellectual property licenses and research and development agreements in the ordinary course of business
or consistent with past practice;


 


(xvii)       
the payment of customary fees and reasonable out-of-pocket costs and expenses relating to registration rights and indemnities
provided to equityholders of the Company pursuant to any equityholders, registration rights or similar in the ordinary course of business
to the extent attributable to the ownership or operation of the Company and its Restricted Subsidiaries;


 


(xviii)     
the pledge or charge of, or granting of a security interest over any, Equity Interests of any Unrestricted Subsidiary to
lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; and


 


(xix)         
(A) any transactions with a Person which would constitute an Affiliate Transaction solely because the Company or its Restricted
Subsidiary owns an equity interest in or otherwise controls such Person or (B) transactions with a Person which would constitute an Affiliate
Transaction solely because a director of such other Person is also a director of the Company; provided that such director abstains
from voting as a director of the Company on any matter including such other Person.


 


Section
3.12.     Limitation on Restricted Payments.


 


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


 


(i)                 declare
or pay any dividend or make any payment or distribution on account of the Company’s, or any of its Restricted
Subsidiaries’, Equity Interests (in each case, solely to a holder of Equity Interests in such Person’s capacity as a
holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger,
amalgamation or consolidation other than:


 






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(A)            
dividends, payments and distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the
Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock); or


 


(B)             
dividends, payments and distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution
payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary,
the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with
its Equity Interests in such class or series of securities;


 


(ii)              
purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company, including any purchase,
redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation, in each case held by a
Person other than the Company or a Restricted Subsidiary;


 


(iii)            
make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior
to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:


 


(A)            
any Indebtedness permitted under Section 3.08; or


 


(B)             
the payment, redemption, purchase, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness
purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one
year of the date of payment, redemption, purchase, repurchase, defeasance or acquisition or retirement; or


 


(iv)             
make any Restricted Investment,


 


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


 


(b)              
The provisions of Section 3.12(a) hereof shall not prohibit:


 


(i)                
the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date
of declaration of the dividend or other distribution or the giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Indenture;


 


(ii)              (A)
the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“Treasury Capital
Stock”), including any accrued and unpaid dividends thereon, or Subordinated Indebtedness of the Company or any of its
Restricted Subsidiaries, in exchange for, or in an amount not to exceed the proceeds of, the substantially concurrent sale or
issuance (other than to a Restricted Subsidiary) of Equity Interests of the Company to the extent contributed to the Company (in
each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of
dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary
of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of
Refunding Capital Stock, and (C) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of
dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 3.12(b), the declaration and payment of
dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum
that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;


 






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(iii)           
the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (1) Subordinated Indebtedness
of the Company or a Guarantor made by exchange for, or in an amount not to exceed the proceeds of the sale of, new Indebtedness of the
Company, or a Guarantor or Disqualified Stock of the Company, or a Guarantor made within 120 days of such incurrence or issuance of new
Indebtedness or Disqualified Stock or (2) Disqualified Stock of the Company or a Guarantor made by exchange for, or in an amount not to
exceed the proceeds of the sale of, Disqualified Stock of the Company or a Guarantor made within 120 days of such issuance of Disqualified
Stock, so long as:


 


(A)            
the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified
Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated
Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased,
redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) paid on the
Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs
and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock;


 


(B)             
such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated
Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired;


 


(C)             
such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity
date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or,
if earlier, a date that is at least 91 days after the maturity date of the Notes); and


 


(D)             such
new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted
Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged,
acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the
Notes); and


 


(iv)            
a Restricted Payment by the Company to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted
stock or shares, stock or share appreciation rights or other equity-linked interests issued with respect to any such Equity Interests)
to redeem, retire, acquire or repurchase its Equity Interests (or any options, warrants, restricted stock or shares, stock or share appreciation
rights or other equity-linked interests issued with respect to any of such Equity Interests), in each case, held directly or indirectly
by Permitted Payees, upon or in connection with the death, disability, retirement or termination of employment or service of, or breach
of restrictive covenants by, any such Person or otherwise in accordance with any stock or share option or stock or share appreciation
rights plan, any management, director and/or employee stock or share ownership or incentive plan, stock or share subscription plan, stock
or share subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity
holders’ agreement:


 






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(A)            
so long as the aggregate amount of Restricted Payments made pursuant to this clause (A) in any fiscal year does not exceed US$5,000,000;
provided that any unused amounts pursuant to this clause (A) during any fiscal year shall carry forward into succeeding fiscal
years;


 


(B)             
with the Net Cash Proceeds obtained from any key-man life insurance policies; and


 


(C)             
with the amount of any cash bonuses otherwise payable to any Permitted Payee that are foregone in exchange for the receipt of Equity
Interests of the Company pursuant to any compensation arrangement, including any deferred compensation plan;


 


(v)              
the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company
or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary of the Company;


 


(vi)            
the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable
and payable thereon pursuant to clause (ii) of this Section 3.12(b);


 


(vii)          Investments
(i) in Unrestricted Subsidiaries or (ii) in any Restricted Subsidiary of the Company to enable such Restricted Subsidiary to make
substantially concurrent Investments in Unrestricted Subsidiaries, in each case where, such Investments have an aggregate fair
market value, taken together with all other Investments made pursuant to this clause (vii) that are at the time outstanding, without
giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of Cash Equivalents
or marketable securities (until such proceeds are converted to Cash Equivalents), not exceeding US$2,000,000 at the time of such
Investment (in each case, determined on the date such Investment is made, with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns
(including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar
amounts) in respect of such Investments; provided, however, that if any Investment pursuant to this clause (vii) is made in
any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a
Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) of the
definition of “Permitted Investments” and shall cease to have been made pursuant to this clause (vii);


 






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(viii)       
payments made or expected to be made by the Company or any of its Restricted Subsidiaries in respect of withholding or similar
taxes payable upon or in connection with the exercise or vesting of Equity Interests or any other equity award by any Permitted Payee
and any repurchases or withholdings of Equity Interests in connection with the exercise or vesting of stock or share options, warrants
or the issuance of restricted stock units or similar equity-based awards or payments in lieu of the issuance of fractional Equity Interests
with respect to stock or share options, warrants, restricted stock units or similar equity-based awards;


 


(ix)            
Restricted Payments that are made (a) with the proceeds of Excluded Contributions received following the Issue Date or (b) without
duplication with clause (a), in an amount not to exceed the cash proceeds from a sale, conveyance, transfer or other disposition in respect
of property or assets acquired after the Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions;


 


(x)              
Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (x) (in
the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds
of such sale do not consist of, or have not been converted to, Cash Equivalents)) not to exceed US$2,000,000 at such time (in the case
of a Restricted Investment, determined on the date such Investment is made, with the fair market value of such Investment being measured
at the time made and without giving effect to subsequent changes in value, plus the amount of any returns (including dividends, payments,
interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments);


 


(xi)            
distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person in connection with, any financing permitted under this Indenture;


 


(xii)         
any Restricted Payment made to satisfy indemnity or other similar obligations or any other earnouts, purchase price adjustments,
working capital adjustments and any other payments under the Business Combination Agreement;


 


(xiii)        Restricted
Payments by the Company of the Equity Interests or other securities of, or debt owed to the Company or any of its Restricted
Subsidiaries by, any Unrestricted Subsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries, provided that
such Restricted Subsidiary owns no other material assets other than Equity Interests, Indebtedness or other securities of one or
more Unrestricted Subsidiaries), in each case other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash
Equivalents received as an Investment from the Company or a Restricted Subsidiary;


 






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(xiv)        
mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment so long
as the amount of such redemptions are no greater than the amount that constituted such Restricted Payment or Permitted Investment;


 


(xv)          
payments or distributions to dissenting stockholders or shareholders pursuant to applicable law (including in connection with,
or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)),
pursuant to or in connection with any Permitted Investment or a consolidation, merger or transfer of assets;


 


(xvi)        
the repurchase, redemption or other acquisition of Equity Interests of the Company or any of its Restricted Subsidiaries deemed
to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution,
share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Company or any of its Restricted
Subsidiaries, in each case, permitted under this Indenture;


 


(xvii)     
redemptions in whole or in part of any of the Company’s Equity Interests for another class of its Equity Interests or with
proceeds from substantially concurrent equity contributions or issuances of new Equity Interests;


 


(xviii)   
Restricted Payments by the Company to satisfy dissenters’ rights (including in connection with, or as a result of, the exercise
of appraisal rights and the settlement of any claims or actions, whether actual, contingent or potential), pursuant to or in connection
with any acquisition, merger, amalgamation or consolidation or Asset Sale or any other transaction permitted under this Indenture;


 


(xix)        
[reserved]; and


 


(xx)           Restricted
Payments made by the Company the proceeds of which are applied (i) on or about the Issue Date, solely to effect the consummation of
the SPAC Transactions, (ii) on and after the Issue Date, to satisfy any payment obligations owing, or as otherwise required, in
connection with the SPAC Transactions or any acquisition permitted under this Indenture or other Investment not prohibited under
this Indenture (including, in each case, payment of working capital and/or purchase price adjustments) and to pay related
transaction costs and (iii) to satisfy any settlement of claims or actions in connection with the SPAC Transactions or any
acquisition permitted under this Indenture or other Investment not prohibited under this Indenture or to satisfy indemnity or other
similar obligations in connection with the SPAC Transactions or any acquisition permitted under this Indenture or other Investment
not prohibited under this Indenture.


 






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(c)              
For purposes of determining compliance with this Section 3.12, in the event that a proposed Restricted Payment (or a portion thereof)
meets the criteria of clauses (i) through (xx) of Section 3.12(b) hereof and/or one or more of the clauses contained in the definition
of “Permitted Investments,” the Company will be entitled to divide or classify or later divide or reclassify (based on circumstances
existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (i) through (xx) and/or
one or more of the clauses contained in the definition of “Permitted Investments,” in any manner that otherwise complies with
this Section 3.12.


 


(d)              
As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries. The Company shall not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted
Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by
the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted
Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation
shall be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this Section 3.12,
or pursuant to the definition of Permitted Investments, and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture. For the avoidance of doubt,
this Section 3.12 shall not restrict the making of any AHYDO catch-up payment with respect to, and required by the terms of, any
Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture.


 


Section
3.13.     Retention of Cash.


 


Vertical Aerospace Group Ltd.
and/or its Restricted Subsidiaries shall retain on their balance sheets consolidated cash or Cash Equivalents of the Company in excess
of ten million (US$10,000,000).


 


Section
3.14.     Additional Amounts


 


(A) All payments and
deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to this Indenture and the
Notes, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price),
premium, if any, payments of interest, and payments of cash and/or deliveries of the Ordinary Shares or any other consideration
(together with payments of cash for any Fractional Ordinary Share) upon conversion, shall be made free and clear of and without
withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) unless such
withholding or deduction is required by law or by the relevant taxing authority’s interpretation or administration thereof. In
the event that any such withholding or deduction is so required by or within any jurisdiction in which the Company or any successor
to the Company is, for tax purposes, organized or resident for tax purposes (each, as applicable, a “Relevant Taxing
Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a
 “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), the
Company or any successor to the Company shall pay or deliver to each Holder such additional amounts (“Additional
Amounts”) as may be necessary to ensure that the net amount received by the beneficial owners of the Notes after such
withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been
received by such beneficial owners had no such withholding or deduction been required; provided that no Additional Amounts
shall be payable:


 






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(i)            
for or on account of:


 


(I)             any applicable taxes that would not have been imposed but for:


 


(I)
the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Jurisdiction
(other than merely acquiring or holding such Note, receiving cash and/or Ordinary Shares or other consideration due on conversion of such
Note or the receipt of payments or the enforcement of rights thereunder) including, without limitation, such Holder or beneficial owner
being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having
been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;


 


(II)
the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the
payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and interest on,
such Note or the payment of cash and/or the delivery of Ordinary Shares (together with payment of cash for any Fractional Ordinary Share)
upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for, unless the Holder
or beneficial owner would have been entitled to such Additional Amounts on the last day of the 30 day period;


 


(III)
the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed
to the Holder or beneficial owner, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information,
documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection
with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and
to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant
Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable;
or


 


(IV)
the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note
could not have been presented for payment elsewhere;


 






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(II)             
any estate, inheritance, gift, sale, transfer, excise, personal property or similar applicable tax;


 


(III)          
any applicable tax that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect
to the Notes;


 


(IV)         
any applicable tax withholding or deduction required by Sections 1471 through 1474 of the Code (“FATCA”), any
current or future treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any
jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service
under FATCA; or


 


(V)            
any combination of applicable taxes referred to in the preceding clauses (I), (I), (III) or (IV); or


 


(ii)             
with respect to any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if
applicable), and interest, including any Additional Interest, on, such Note or the payment of cash and/or delivery of Ordinary Shares
(together with payment of cash for any Fractional Ordinary Share) or other consideration upon conversion of such Note to a Holder, if
the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment
would be required to be included in the income under the laws of the Relevant Jurisdiction, for tax purposes, of beneficiary or settlor
with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof.


 


(B)             
Any reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of Ordinary Shares (together
with payment of cash for any Fractional Ordinary Share) or other consideration upon conversion of any Note or the payment of principal
of (including the Redemption Price and Fundamental Change Repurchase Price, if applicable) and any premium or interest on any Note or
any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 3.14.


 


(C)              Notwithstanding
any other provisions, the Company or its successor, the Trustee and the Paying Agent shall be entitled to make any withholding or
deduction pursuant to FATCA. If the Company or its successor is required to make any deduction or withholding from any payments or
deliveries with respect to the Notes, it will make such deduction in the minimum amount required by law and will deliver to the
Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted or,
if official receipts are not obtainable, an Officer’s Certificate evidencing the payment of any applicable taxes so deducted
or withheld.


 






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Section
3.15.     Guarantors


 


(a)              
The Company shall cause (i) any Wholly Owned Subsidiary or (ii) any Restricted Subsidiary that (A) generates revenue of US$2,000,000
or more on an unconsolidated basis and (B) accounts for 5% of more of the Company’s consolidated revenue on an unconsolidated basis,
in each case to become a Guarantor by executing an amended or supplemental indenture pursuant to Section 8.01(B).


 


(b)              
The Company shall use commercially reasonable efforts to cause any joint venture or Similar Business to become a Guarantor by executing
an amended or supplemental indenture pursuant to Section 8.01(B).


 


Section
3.16.     Material IP


 


(a)              
The Company and the Guarantors shall own all Material IP and no Material IP shall be permitted to be transferred by the Company
or any Guarantor to any Person.


 


		(b)	Notwithstanding anything to the contrary in this Indenture, the Company and the Guarantors may transfer any Material IP, provided,
that such transfer is



 


		(i)	made in the ordinary course of business as determined in good faith by the Company; and



 


		(ii)	the value of such sale and transfer does not exceed (A) US$2,000,000 in any single transaction and (B) US$5,000,000 in all such transactions
in the aggregate.



 


Article
4.         Repurchase and Redemption


 


Section
4.01.     No Sinking Fund.


 


No sinking fund is required
to be provided for the Notes.


 


Section
4.02.     Right of Holders to Require the Company to Repurchase Notes
upon a Fundamental Change.


 


(A)             Right
of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section
4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase
Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized
Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the
Fundamental Change Repurchase Price.


 






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(B)             
Repurchase Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration
has not been rescinded on or before the Fundamental Change Repurchase Date (including as a result of the payment of the related Fundamental
Change Repurchase Price and any related interest pursuant to the proviso to Section 4.02(D) on the Fundamental Change Repurchase
Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes
theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect
to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable Book-Entry
Interest in such Notes in accordance with the Applicable Procedures).


 


(C)             
Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business
Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the
Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).


 


(D)            
Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price repurchased upon a Repurchase Upon Fundamental
Change following a Fundamental Change prior to the second anniversary of the Issue Date is an amount in cash equal to the sum of (i) the
principal amount of such Note, (ii) the Make-Whole Premium as of the date of repurchase and (iii) accrued and unpaid interest, on such
Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change. The Fundamental Change Repurchase Price for
any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the
principal amount of such Note, multiplied by the relevant Fundamental Change Redemption Multiplier, plus accrued and unpaid interest on
such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change. If a Fundamental Change Repurchase Date
is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business
on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s
election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest
Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental
Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued
and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest
Payment Date is not a Business Day within the meaning of Section 2.05(G) and such Fundamental Change Repurchase Date occurs on
the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest
Payment Date will be paid, in accordance with Section 2.05(G), on the next Business Day to Holders as of the Close of Business
on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be
repurchased from, and including, such Interest Payment Date to, but excluding, the Fundamental Change Repurchase Date.


 


(E)              Fundamental
Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will
send to each Holder, the Trustee, the Conversion Agent and the Paying Agent a notice of such Fundamental Change (a
 “Fundamental Change Notice”). Substantially contemporaneously, the Company will issue a press release through
such national newswire service as the Company then uses (or publish the same through such other widely disseminated public medium as
the Company then uses, including its website) containing the information set forth in the Fundamental Change Notice.


 






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Such Fundamental Change Notice
must state:


 


(i)                
briefly, the events causing such Fundamental Change;


 


(ii)             
the effective date of such Fundamental Change;


 


(iii)           
the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02, including
the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change
Repurchase Notice;


 


(iv)            
the Fundamental Change Repurchase Date for such Fundamental Change;


 


(v)              
the Fundamental Change Repurchase Price per US$1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental
Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of
the interest payment payable pursuant to the proviso to Section 4.02(D));


 


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


 


(vii)         
the Conversion Rate in effect on the date of such Fundamental Change Notice;


 


(viii)       
that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to
the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;


 


(ix)            
that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may
be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and


 


(x)              
the CUSIP, ISIN and Common Code numbers, if any, of the Notes.


 


Neither the failure to deliver
a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder
or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.


 


(F)             
Procedures to Exercise the Fundamental Change Repurchase Right.


 






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(i)                
 Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase
Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:


 


(1)              
before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later
time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and


 


(2)              
such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).


 


The Paying Agent will promptly deliver
to the Company a copy of each Fundamental Change Repurchase Notice that it receives.


 


(ii)             
Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must
state:


 


(1)              
if such Note is a Physical Note, the certificate number of such Note;


 


(2)              
the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and


 


(3)              
that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;


 


provided, however, that
if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Applicable Procedures (and any such
Fundamental Change Repurchase Notice delivered in compliance with the Applicable Procedures will be deemed to satisfy the requirements
of this Section 4.02(F)).


 


(iii)           
Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with
respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent
at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal
notice must state:


 


(1)              
if such Note is a Physical Note, the certificate number of such Note;


 


(2)              
the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and


 


(3)              
the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an
Authorized Denomination;


 


provided, however,
that if such Note is a Global Note, then such withdrawal notice must comply with the Applicable Procedures (and any such withdrawal
notice delivered in compliance with the Applicable Procedures will be deemed to satisfy the requirements of this Section
4.02(F)).


 






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Upon receipt of any such withdrawal
notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to
the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section
2.11, treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice
as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any
instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable Book-Entry Interest in such Note
in accordance with the Applicable Procedures).


 


(G)            
Payment of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental
Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase
Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof
on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying
Agent (in the case of a Physical Note) or (y) the Applicable Procedures relating to the repurchase, and the delivery to the Paying Agent,
of such Holder’s Book-Entry Interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance
of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon
Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Applicable Procedures are
complied with pursuant to the first sentence of this Section 4.02(G).


 


(H)            
Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply in all material respects with
all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and
14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase
Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the Company’s
obligations to offer to repurchase and to repurchase Notes pursuant to this Section 4.02 conflict with any federal and/or state
securities law or regulation that is applicable to the Company and enacted after the Issue Date, the Company’s compliance with such
law or regulation will not be considered to be a Default of those obligations.


 


(I)               
Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase
Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase
of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.


 


Section
4.03.     Right
of the Company to Redeem the Notes.


 


(A)             Right
to Redeem the Notes. Subject to the terms of this Section 4.03, the Company has the right, at its election, to redeem all
but not part of the Notes at any time, and from time to time, on a Redemption Date for a cash purchase price equal to the relevant
Redemption Price.


 






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(B)             
Redemption Principal Amount. The Redemption Principal Amount for any Note called for Redemption shall be determined as follows:


 


(i)                
If called for Redemption before the Shelf Effectiveness Date, the Redemption Principal Amount of such Note shall be equal to an
amount that is the greater of (a) the principal amount of such Note and (b) the sum of one-tenth (1/10th) of the product of (y) the Conversion
Rate on a given VWAP Trading Day and (z) the Daily VWAP per Ordinary Share on such VWAP Trading Day, for each of the ten (10) consecutive
VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after the relevant Redemption Date.


 


(ii)             
If called for Redemption on or after the Shelf Effectiveness Date but before the second anniversary of the Issue Date, the Redemption
Principal Amount of such Note shall be the principal amount of such Notes.


 


(iii)           
If called for Redemption on or after the second anniversary of the Issue Date, the Redemption Principal Amount will be an amount
in cash equal to the principal amount of the Note being redeemed, multiplied by the relevant Redemption Multiplier.


 


Unless the Company defaults
in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for Redemption on the applicable
Redemption Date.


 


(C)             
Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration
has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price and any
related interest pursuant to the proviso to Section 4.03(E), on such Redemption Date), then (i) the Company may not call for Redemption
or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered
for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for
book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable Book-Entry Interests in such Notes in accordance
with the Applicable Procedures).


 


(D)            
Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no
more than sixty (60), nor less than forty-five (45), Scheduled Trading Days after the Redemption Notice Date for such Redemption.


 


(E)              Redemption
Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the sum of (i) the relevant
Redemption Principal Amount (as set forth in clause (B) of this Section 4.03), (ii) the Make-Whole Premium as of the
Redemption Date and (iii) accrued and unpaid interest, on such Note to, but excluding, the Redemption Date for such Redemption; provided, however,
that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of
such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or,
at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but
excluding, such Interest Payment Date (in the case of Global Notes, payable in accordance with the Applicable Procedures) (assuming,
solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before
such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but
excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section
2.05(G) and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and
unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(G), on
the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the
Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding,
such Redemption Date. Notwithstanding anything to the contrary in this Indenture and the Notes, all interest solely for purposes of
this Section 4.03 shall be calculated as if the Company elected Cash Interest consisting exclusively of cash.


 






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(F)             
Redemption Notice. To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee
and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (y) substantially contemporaneously
therewith, issue a press release through such national newswire service as the Company then uses (or publish the same through such other
widely disseminated public medium as the Company then uses, including its website) containing the information set forth in the Redemption
Notice.


 


Such Redemption Notice must
state:


 


(i)                
that such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;


 


(ii)             
the Redemption Date for such Redemption;


 


(iii)           
the Redemption Price per US$1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular
Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to
the proviso to Section 4.03(E));


 


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


 


(v)              
that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before
the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such
time as the Company pays such Redemption Price in full);


 


(vi)            
the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments
to the Conversion Rate that may result from such Redemption; and


 


(vii)         
the CUSIP, ISIN and Common Code numbers, if any, of the Notes called for Redemption.


 


  On
or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee, the Paying Agent and the
Conversion Agent.


 


(G)            
Selection and Conversion of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption,
then:


 


(i)                
the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Applicable
Procedures; and (2) in the case of Physical Notes, the Trustee will select the Notes to be redeemed (in an Authorized Denomination) by
lot, on a pro rata basis or in such other manner as it shall deem appropriate and fair; and


 


(ii)             
if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note
will be deemed to be from the portion of such Note that was subject to Redemption.


 






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(H)            
Payment of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the
time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption
to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, any interest payable pursuant
to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.


 


Section
4.04.     Optional
Redemption for Changes in the Tax Laws of the Relevant Jurisdiction.


 


(A)            
The Company may redeem the Notes, in whole but not in part (except in respect of Holders that elect otherwise as described below),
at the Company’s option (a “Tax Redemption”) at a redemption price equal to the redemption price payable as set
forth in Section 4.03(E), plus accrued and unpaid interest, if any, to, but excluding, the date fixed by the Company for redemption
(“Tax Redemption Price”) (unless the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately
succeeding Special Interest Payment Date, in which case Special Interest accrued to the Special Interest Payment Date, if any, will be
paid to the Holder of record as of the close of business on such Regular Record Date, and the Tax Redemption Price shall be equal to the
redemption price payable as set forth in Section 4.03(E)) if on the next date on which any amount would be payable or delivery owed in
respect of the Notes (or, in the case of any Additional Amounts with respect to conversion consideration, the next date on which a Holder
may exercise its conversion rights), the Company would be required to pay any Additional Amounts, and the Company cannot avoid any such
payment obligation by taking reasonable measures available to the Company (provided that changing the Company’s jurisdiction
is not, a reasonable measure for purposes of this Section 4.04(A)), as a result of:


 


(i)                
any amendment to, or change in, the laws or any regulations or rulings promulgated thereunder of a Relevant Jurisdiction that is
not announced before and becomes effective after the date of the Subscription Agreement (or, if the applicable Relevant Jurisdiction became
a Relevant Jurisdiction on a date after the date of the Subscription Agreement, such later date); or


 


(ii)             
 any amendment to, or change in, an official interpretation or application regarding such laws, regulations or rulings, including
by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is not announced
before, and becomes effective after the Issue Date (or, if the applicable Relevant Jurisdiction became a Relevant Jurisdiction on a date
after the Issue Date, such later date) (any such amendment or change described in clauses (i) or (ii), a “Change in Tax Law”).


 






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(B)             
Notices of Tax Redemption.


 


(i)                
In case the Company exercises its Tax Redemption right pursuant to Section 4.04(A), it shall fix a date for Tax Redemption (each,
a “Tax Redemption Date”) and it shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice
of Tax Redemption”) not less than forty-five (45) nor more than sixty (60) days prior to the Tax Redemption Date to the Trustee,
the Paying Agent, the Conversion Agent and each Holder of Notes (the date such notice is delivered, the “Tax Redemption Notice
Date”). The Tax Redemption Date must be a Business Day. Simultaneously with providing a Notice of Tax Redemption, the Company
shall publish, or cause to be published, a notice containing the information set forth in such Notice of Tax Redemption on the Company’s
website or through such other public medium as the Company may use at that time.


 


(ii)             
In the case of Additional Amounts payable with respect to amounts other than potential conversion consideration, the Company will
not give any such Notice of Tax Redemption earlier than 90 days prior to the earliest date on which the Company would be obligated to
pay Additional Amounts, and, at the time such Notice of Tax Redemption is given, the obligation to pay Additional Amounts must remain
in effect.


 


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


 


(iv)            
Each Notice of Tax Redemption shall specify:


 


(1)              
the Tax Redemption Date;


 


(2)              
the Tax Redemption Price;


 


(3)              
the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;


 


(4)              
that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the
Special Interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;


 


(5)              
that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice
Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date;


 






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(6)              
that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee written notice to that effect
not later than the 15th calendar day prior to the Tax Redemption Date;


 


(7)              
that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;


 


(8)              
that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional
Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments
with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Jurisdiction,
provided that a Holder complying with the requirements for conversion described under Section 5.02 before the close of business
on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of
its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s
conversion of its Notes;


 


(9)              
the Conversion Rate (including any Additional Shares added thereto for Holders that convert their at any time from, and including,
the Tax Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption
Date); and


 


(10)          
the CUSIP, ISIN, Common Code or other similar numbers, if any, assigned to such Notes.


 


A Notice of Tax Redemption shall be irrevocable.


 


(C)           
Payment of Notes Called for Tax Redemption.


 


(i)                
If any Notice of Tax Redemption has been given in respect of the Notes in accordance with Section 4.04(B), the Notes shall become
due and payable on the Tax Redemption Date at the place or places stated in the Notice of Tax Redemption and at the applicable Tax Redemption
Price. On presentation and surrender of the Notes at the place or places stated in the Notice of Tax Redemption, the Notes shall be paid
and redeemed by the Company at the applicable Tax Redemption Price.


 


(ii)              The
Company will, subject to Section 4.04, deposit with the Paying Agent (or any other agent appointed for this purpose by the Company),
or if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.07 on or prior to 10:00
a.m., New York City time, on the Tax Redemption Date an amount of cash in immediately available funds, sufficient to pay the Tax
Redemption Price of all of the Notes to be redeemed on such Tax Redemption Date. Subject to receipt of funds by the Paying Agent,
payment for the Notes to be redeemed shall be made on the Tax 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 Tax Redemption Price.


 






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(D)            
Restrictions on Tax 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 Tax Redemption Date (except in the case of an acceleration resulting from a Default by the
Company in the payment of the Tax Redemption Price with respect to such Notes).


 


Article
5.         Conversion


 


Section
5.01.     Right
to Convert.


 


(A)            
Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s
Notes into Conversion Consideration.


 


(B)             
Conversions in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations.
Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion
of a Note.


 


(C)             
When Notes May Be Converted.


 


(i)                
Generally. A Holder may convert its Notes at any time until the Close of Business on the second (2nd) Scheduled Trading
Day immediately before the Maturity Date.


 


(ii)             
Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:


 


(1)              
Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business
Day;


 


(2)              
in no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately before
the Maturity Date;


 


(3)              
if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such
Note after the Close of Business on the Business Day immediately before the applicable Redemption Date or the Tax Redemption Date, except
to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Indenture;


 


(4)              
if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then
such Note may not be converted, except to the extent (a) such notice is withdrawn in accordance with Section 4.02(F); or (b) the
Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture; and


 


(5)              
 Physical Notes may not be converted within ten (10) Business Days prior to a mandatory exchange of Physical Notes for Global Notes.


 






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Section
5.02.     Conversion
Procedures.


 


(A)            
Generally.


 


(i)                
Global Notes. To convert a Book-Entry Interest in a Global Note, the owner of such Book-Entry Interest must (1) comply with
the Applicable Procedures for converting such Book-Entry Interest (at which time such conversion will become irrevocable); and (2) pay
any amounts due pursuant to Section 5.02(D).


 


(ii)             
Physical Notes. To convert all or a portion of a Physical Note, the Holder of such Note must (1) complete, manually sign
and deliver to the Conversion Agent the notice of conversion attached to such Physical Note or a facsimile of such notice of conversion;
(2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish any endorsements
and transfer documents that the Company or the Conversion Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D)
(a notice pursuant to the Applicable Procedures as set forth in (A) or a notice of conversion attached to a Physical Note as set
forth in this (A), a “Notice of Conversion”).


 


(B)             
Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted,
such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant
to Section 5.03(B) or 5.02(D), upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt,
no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except
to the extent provided in Section 5.02(D).


 


(C)             
Holder of Record of Conversion Shares. The Person in whose name any Ordinary Share is issuable upon conversion of any Note
will be deemed to become the holder of record of such share as of the Close of Business on the Conversion Date for such conversion.


 






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(D)             Interest
Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the
next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled,
notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this
sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would
have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note
remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to
the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause
(i) above; provided, however, that the Holder surrendering such Note for conversion need not deliver such cash (w) if
the Company has specified a Redemption Date that is after such Regular Record Date and on or before the Business Day immediately
after such Interest Payment Date; (w) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity
Date; (x) if the Company has specified the Tax Redemption Date that is after such Regular Record Date and on or before the Business
Day immediately after such Interest Payment Date; (y) if the Company has specified a Fundamental Change Repurchase Date that is
after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (z) to the extent
of any overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and
without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record
Date immediately before the Maturity Date, any Redemption Date described in clause (w) above, any Tax Redemption Date described in
clause (x) above and any Fundamental Change Repurchase Date described in clause (y) above, then the Company will pay, as provided
above, the interest that would have accrued on such Note to, but excluding, the Maturity Date or other applicable Interest Payment
Date to Holders as of the Close of Business on the Regular Record Date immediately before the Maturity Date. For the avoidance of
doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder of such Note at the Close of
Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest
Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when
surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence of this Section
5.02(D).


 


(E)             
Taxes and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer
tax or duty due on the issue of any Ordinary Shares upon such conversion; provided, however, that if any tax or duty is
due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such Holder will pay
such tax or duty.


 


(F)             
Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the
Conversion Agent receives any written notice of conversion with respect to a Note, then the Conversion Agent will promptly (and, in any
event, no later than the Business Day following the date the Conversion Agent receives such Note or notice) notify the Company and the
Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company
to determine the Conversion Date for such Note.


 


Section
5.03.     Settlement upon
Conversion.


 


(A)            
[Reserved.]


 


(B)             
Conversion Consideration.


 


(i)                
Generally. Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration (the
 “Conversion Consideration”) due in respect of each US$1,000 principal amount of a Note to be converted will be a number
of Ordinary Shares equal to the Conversion Rate in effect on the Conversion Date for such conversion.


 






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(ii)              Cash
in Lieu of Fractional Shares. If the number of Ordinary Shares deliverable pursuant to Section 5.03(B)(i) upon conversion
of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver,
in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share (“Fractional
Ordinary Share”) in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per Ordinary
Share on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding
Trading Day).


 


(iii)           
Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date,
then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by,
and practicable under, the Applicable Procedures) be computed based on the total principal amount of Notes converted on such Conversion
Date by such Holder.


 


(C)             
Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(C) and 5.09, the Company will
deliver the Conversion Consideration due upon the conversion of any Note to the Holder on the second (2nd) Business Day immediately after
the Conversion Date for such conversion; provided, however, that if a Note is converted with a Conversion Date that is after
the Regular Record Date immediately before the Maturity Date, then, solely for purposes of such conversion, (x) the Company will deliver
the Conversion Consideration due upon such conversion on the Maturity Date (or, if the Maturity Date is not a Business Day, the next Business
Day); and (y) the Conversion Date will instead be deemed to be the second (2nd) Business Day immediately before the Maturity Date.


 


(D)            
Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder converts
a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except
as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due in respect of such conversion
will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest,
if any, on, such Note to, but excluding the Conversion Date. As a result, except as provided in Section 5.02(D), any accrued and
unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited.


 


Section
5.04.     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 Ordinary Shares to provide
for conversion of the Notes from time to time as such Notes are presented for conversion. Each Conversion Share delivered upon conversion
of any Note will be duly and validly issued, fully paid, non-assessable and free of any lien or adverse claim (except to the extent of
any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will
be delivered). If the Ordinary Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then
the Company will cause each Conversion Share, when delivered upon conversion of any Note to be admitted for listing on such exchange or
quotation on such system.


 






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Section
5.05.     Adjustments to the Conversion Rate.


 


(A)          
Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:


 


(i)                
Stock Dividends, Splits and Combinations. If the Company issues solely Ordinary Shares as a dividend or distribution on
all or substantially all Ordinary Shares, or if the Company effects a stock or share split or a stock or share combination of the Ordinary
Shares (in each case excluding an issuance solely pursuant to an Ordinary Shares Change Event, as to which Section 5.09 will apply),
then the Conversion Rate will be adjusted based on the following formula:


 





 


 


where:


 


		CR0	=	the Conversion Rate in effect immediately before the Open
of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date
of such stock split or stock combination, as applicable;



 


		CR1	=	the Conversion Rate in effect immediately after the Open
of Business on such Ex-Dividend Date or effective date, as applicable;



 


		OS0	=	the number of Ordinary Shares outstanding immediately before
the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution,
stock split or stock combination; and



 


		OS1	=	the number of Ordinary Shares outstanding immediately after
giving effect to such dividend, distribution, stock split or stock combination.



 


If any dividend, distribution, stock
split or stock combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made,
then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution
or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution,
stock split or stock combination not been declared or announced.


 


(ii)              Rights,
Options and Warrants. If the Company distributes, to all or substantially all holders of Ordinary Shares, rights, options or
warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections
5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days
after the record date of such distribution, to subscribe for or purchase Ordinary Shares at a price per share that is less than the
average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the
Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the
following formula:


 






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where:


 


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



 


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



 


		OS	=	the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend
Date;



 


		X	=	the total number of Ordinary Shares issuable pursuant to such rights, options or warrants; and



 


		Y	=	a number of Ordinary Shares obtained by dividing (x) the aggregate price payable to exercise such
rights, options or warrants by (y) the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading
Days ending on, and including, the Trading Day immediately before the date such distribution is announced.



 


To the extent such rights, options or
warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase
to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed.
In addition, to the extent that Ordinary Shares are not delivered after the expiration of such rights, options or warrants (including
as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that
would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number
of Ordinary Shares actually delivered upon exercise of such rights, option or warrants.


 


For purposes of this Section
5.05(A)(ii) in determining whether any rights, options or warrants entitle holders of Ordinary Shares to subscribe for or
purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per Ordinary Share for
the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such
rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or
warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any
amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board of
Directors.


 






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(iii)           
Spin-Offs and Other Distributed Property.


 


(1)              
Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness
or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities,
to all or substantially all holders of the Ordinary Shares, excluding:


 


(u)       dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(i)
or 5.05(A)(ii);


 


(v)       dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iv);


 


(w)       rights
issued or otherwise distributed pursuant to a stockholder or shareholder rights plan, except to the extent provided in Section 5.05(F);


 


(x)       Spin-Offs
for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iii)(2);


 


(y)       a
distribution solely pursuant to a tender offer or exchange offer for Ordinary Shares, as to which Section 5.05(A)(v) will apply;
and


 


(z)       a
distribution solely pursuant to an Ordinary Shares Change Event, as to which Section 5.09 will apply,


 


then the Conversion Rate will be increased
based on the following formula:


 





 


 


where:


 


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



 


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



 


		SP 	 =	the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading
Days ending on, and including, the Trading Day immediately before such Ex-Dividend
Date; and






 


		FMV 	 =	the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of
the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per Ordinary Share pursuant
to such distribution;



 






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provided, however, that
if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will
receive, for each US$1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and
on the same terms as holders of Ordinary Shares, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property,
rights, options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of Ordinary Shares
equal to the Conversion Rate in effect on such record date.


 


To the extent such distribution is not
so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made
on the basis of only the distribution, if any, actually made or paid.


 


(2)              Spin-Offs.
If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to
an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Ordinary Shares (other than
solely pursuant to (x) an Ordinary Shares Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange
offer for Ordinary Shares, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or
quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”),
then the Conversion Rate will be increased based on the following formula:


 





 


 


where:


 


		CR0	 =	the Conversion Rate in effect immediately before the Close
of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;



 


		CR1 	 =	the Conversion Rate in effect immediately after the Close
of Business on the last Trading Day of the Spin-Off Valuation Period;



 


		

                                                    FMV 
	 =	the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital
Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation
Period”) beginning on, and including, the Ex-Dividend Date for such Spin-Off (such
average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption
Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock
or equity interests distributed per Ordinary Share in such Spin-Off; and






 


		SP 	 =	the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off
Valuation Period.



 






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Notwithstanding anything to the contrary
in this Section 5.05(A)(iii)(2), if the Conversion Date for a Note to be converted occurs during the Spin-Off Valuation Period
for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation
Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off
to, and including, such Conversion Date.


 


To the extent any dividend or distribution
of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted
to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if
any, actually made or paid.


 


(iv)            
Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Ordinary
Shares, then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


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



 


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



 


		SP	=	the Last Reported Sale Price per Ordinary Share on the Trading Day immediately before such Ex-Dividend
Date; and



 


		D	=	the cash amount distributed per Ordinary Share in such dividend or distribution;



 


provided, however,
that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each US$1,000 principal amount of Notes held by such Holder on the record date for such dividend or
distribution, at the same time and on the same terms as holders of Ordinary Shares, the amount of cash that such Holder would have
received if such Holder had owned, on such record date, a number of Ordinary Shares equal to the Conversion Rate in effect on such
record date.


 






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To the extent such dividend or distribution
is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment
been made on the basis of only the dividend or distribution, if any, actually made or paid.


 


(v)              
Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer
or exchange offer for Ordinary Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange
Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per Ordinary
Share in such tender or exchange offer exceeds the Last Reported Sale Price per Ordinary Share on the Trading Day immediately after the
last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer
(as it may be amended), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 


	 	CR0


 

	=	the Conversion Rate in effect immediately before the Close
of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;






 


	 	CR1


 
	=	the Conversion Rate in effect immediately after the Close
of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;






 


		

                                                      AC
	=	the aggregate value (determined as of the time (the “Expiration Time”) such tender
or exchange offer expires by the Board of Directors) of all cash and other consideration paid for Ordinary Shares purchased or exchanged
in such tender or exchange offer;



 


		OS0	=	the number of Ordinary Shares outstanding immediately before
the Expiration Time (including all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer);



 


		OS1	=	the number of Ordinary Shares outstanding immediately after
the Expiration Time (excluding all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer); and



 


		SP	=	the average of the Last Reported Sale Prices per Ordinary Share over the ten (10) consecutive Trading Day period
(the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration
Date;






 






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provided, however, that
the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the
immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), if the Conversion Date for
a Note to be converted occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes
of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist
of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including,
such Conversion Date.


 


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


 


(vi)            
Equity Raises Below the Reference Price. If (i) the Company issues (x) Ordinary Shares and/or (y) any security convertible
into Ordinary Shares, (ii) the number of Ordinary Shares so issued (including the full number of Ordinary Shares underlying any such convertible
securities), in the aggregate (in one or a series of transactions) exceeds 2.5% of the number of outstanding Ordinary Shares as of the
Issue Date and (iii) the average price per Ordinary Share (or in the case of convertible securities with an effective conversion price
per Ordinary Share) of such issuances, as determined by the Board of Directors in good faith (the “Issue Price”), is
less than the Reference Price, then the Conversion Rate will be increased to be equal to US$1,000 divided by the Issue Price. For
the avoidance of doubt the Conversion Rate will not be adjusted pursuant to this clause 5.05(A)(vi) for (x) any issuance of Conversion
Shares, (y) any event requiring adjustment pursuant to another clause of this section 5.05(A) or (z) any event of a type enumerated in
clauses (2)-(4) of section 5.05(B)(ii). The Company shall deliver a written notice of adjustment to the Holders, the Trustee and the Conversion
Agent, and shall not be obligated to enter into a supplemental indenture in connection with such adjustment.


 


(B)             
No Adjustments in Certain Cases.


 


(i)                 Where
Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section
5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise
requiring an adjustment pursuant to Section 5.05(A) (other than a stock or share split or combination of the type set forth
in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder
participates, at the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder of Notes,
in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary
Shares equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount
(expressed in thousands) of Notes held by such Holder on such date.


 






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(ii)             
Certain Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05.
Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:


 


(1)              
except as otherwise provided in Section 5.05, the sale of Ordinary Shares for a purchase price that is less than the market
price per Ordinary Share or less than the Conversion Price;


 


(2)              
the issuance of any Ordinary Shares 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 Ordinary Shares under any such plan;


 


(3)              
the issuance of any Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee,
director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;


 


(4)              
the issuance of any Ordinary Shares pursuant to any option, warrant, right or convertible or exchangeable security of the Company
outstanding as of the Issue Date;


 


(5)              
solely a change in the par value of the Ordinary Shares; or


 


(6)              
accrued and unpaid interest, if any, on the Notes.


 


(C)             
[Reserved.]


 


(D)            
Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:


 


(i)                
a Note is to be converted;


 


(ii)             
the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to
Section 5.05(A) has occurred on or before the Conversion Date for such conversion, but an adjustment to the Conversion Rate for
such event has not yet become effective as of such Conversion Date;


 


(iii)           
the Conversion Consideration due upon such conversion includes any whole Ordinary Share; and


 


(iv)             such
shares are not entitled to participate in such event (because they were not held on the related record date or otherwise), then,
solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion
Date. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such conversion is
before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such
conversion until the second (2nd) Business Day after such first date.


 






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(E)             
Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything
to the contrary in this Indenture or the Notes, if:


 


(i)                
a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section
5.05(A);


 


(ii)             
a Note is to be converted;


 


(iii)           
the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related record date;


 


(iv)            
the Conversion Consideration due upon such conversion includes any whole Ordinary Shares; and


 


(v)              
such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),


 


then (x) such Conversion Rate adjustment will
not be given effect for such conversion; (y) the Ordinary Shares issuable upon such conversion based on such unadjusted Conversion Rate
will not be entitled to participate in such dividend or distribution; and (z) there will be added, to the Conversion Consideration otherwise
due upon such conversion, the same kind and amount of consideration that would have been delivered in such dividend or distribution with
respect to such Ordinary Shares had such shares been entitled to participate in such dividend or distribution.


 


(F)             
Stockholder or Shareholder Rights Plans. If any Ordinary Shares are to be issued upon conversion of any Note and, at the
time of such conversion, the Company has in effect any stockholder or shareholder rights plan, then the Holder of such Note will be entitled
to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture
upon such conversion, the rights set forth in such stockholder or shareholder rights plan, unless such rights have separated from the
Ordinary Shares at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1)
on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such
Section to all holders of the Ordinary Shares, subject to potential readjustment in accordance with the last paragraph of Section 5.05(A)(iii)(1).


 


(G)            
Limitation on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any
transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) to an amount that would
result in the Conversion Price per Ordinary Share being less than the par value per Ordinary Share.


 


(H)             Equitable
Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last
Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate an adjustment to the
Conversion Rate), the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the
Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the
Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such
period.


 






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(I)               
Calculation of Number of Outstanding Ordinary Shares. For purposes of Section 5.05(A), the number of Ordinary Shares
outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares;
and (ii) exclude Ordinary Shares held in the Company’s treasury (unless the Company pays any dividend or makes any distribution
on Ordinary Shares held in its treasury).


 


(J)               
Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th
of an Ordinary Share (with 5/100,000ths rounded upward).


 


(K)            
Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section
5.05(A), the Company will promptly send written notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief
description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately
after such adjustment; and (iii) the effective time of such adjustment.


 


Section
5.06.    
[Reserved.]


 


Section
5.07.     [Reserved.]


 


Section
5.08.     [Reserved.]


 


Section
5.09.     Effect of Ordinary
Shares Change Event.


 


(A)            
Generally. If there occurs any:


 


(i)                
recapitalization, reclassification or change of the Ordinary Shares (other than (x) changes solely resulting from a subdivision
or combination of the Ordinary Shares, (y) a change only in par value or from par value to no par value or no par value to par value and
(z) stock or share splits and stock or share combinations that do not involve the issuance of any other series or class of securities);


 


(ii)             
consolidation, merger, combination or binding or statutory share exchange involving the Company;


 


(iii)           
sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole,
to any Person; or


 


(iv)            
other similar event,


 


and, as a result of which, the Ordinary Shares
are converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any
combination of the foregoing (such an event, an “Ordinary Shares Change Event,” and such other securities, cash or
property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) Ordinary
Share would be entitled to receive on account of such Ordinary Shares Change Event (without giving effect to any arrangement not to issue
or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding
anything to the contrary in this Indenture or the Notes,


 






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(1)       from
and after the effective time of such Ordinary Shares Change Event, (I) the Conversion Consideration due upon conversion of any Note will
be determined in the same manner as if each reference to any number of Ordinary Shares in this Article 5 (or in any related definitions)
were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 4.03, each reference to any
number of Ordinary Shares in such Section (or in any related definitions) will instead be deemed to be a reference to the same number
of Reference Property Units; and (III) for purposes of the definition of “Fundamental Change,” references to “Ordinary
Shares” and the Company’s “common equity” will be deemed to refer to the common equity, if any, forming part of
such Reference Property;


 


(2)       if
such Reference Property Unit consists entirely of cash, then the Company will pay the cash due in respect of all conversions whose Conversion
Date occurs on or after the effective date of such Ordinary Shares Change Event no later than the second (2nd) Business Day after the
relevant Conversion Date; and


 


(3)       for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities
will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such
class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist
of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not
consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined
in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).


 


If the Reference Property
consists of more than a single type of consideration to be determined based in part upon any form of stockholder or shareholder election,
then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration
actually received, per Ordinary Share, by the holders of Ordinary Shares. The Company will notify Holders, the Trustee and the Conversion
Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.


 


At or before the
effective time of such Ordinary Shares Change Event, the Company and the resulting, surviving or transferee Person (if not the
Company) of such Ordinary Shares Change Event (the “Successor Person”) will execute and deliver to the Trustee a
supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions
of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant
to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that
the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the
provisions of this Section 5.09(A). If the Reference Property includes shares, shares of stock or other securities or assets
(other than cash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture
and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are
appropriate to preserve the economic interests of the Holders.


 






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(B)             
Notice of Ordinary Shares Change Events. The Company will provide notice of each Ordinary Shares Change Event to Holders,
the Trustee and the Conversion Agent no later than the effective date of such Ordinary Shares Change Event.


 


(C)             
Compliance Covenant. The Company will not become a party to any Ordinary Shares Change Event unless its terms are consistent
with this Section 5.09.


 


Section
5.10.     Responsibility
of Trustee and Conversion Agent


 


The Trustee and Conversion
Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto)
or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and Conversion Agent shall not be accountable with respect to the validity or
value (or the kind or amount) of any Ordinary Shares, 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 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 Ordinary Shares or stock
or share 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 (a) determine whether a supplemental indenture
needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant
to ‎Section 5.09 relating either to the kind or amount of shares of stock or shares or securities or property (including cash) receivable
by Holders upon the conversion of their Notes after any event referred to in such ‎Section 5.09 or to any adjustment to be made
with respect thereto, but, subject to the provisions of ‎Section 11.01, may accept (without any independent investigation) as conclusive
evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the
Company will be obligated to deliver to the Trustee and the Conversion Agent 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 5.01 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 5.01 with respect to the commencement or termination
of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.


 






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Article
6.         Successors


 


Section
6.01.     When the Company
May Merge, Etc.


 


(A)            
Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more
of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the
assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”), unless:


 


(i)                
the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is an exempted company or a
corporation (the “Successor Corporation”) duly incorporated and existing under the laws of the Cayman Islands, the
United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee,
at or before the effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of
the Company’s obligations under this Indenture and the Notes, and the Successor Corporation will take such action (or agree to take
such action) and deliver such agreements, instruments, or documents as may be necessary or appropriate to cause any property or assets
that constitute Collateral owned by or transferred to the Successor Corporation to be subject to the Liens of the Collateral Agent in
the manner and to the extent required under this Indenture;


 


(ii)             
immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing;
and


 


(iii)           
the Company or the Successor Corporation, if not the Company, shall have delivered to the Trustee and the Collateral Agent an Officer’s
Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental
indenture) complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this
Indenture have been satisfied.


 


Section
6.02.     Successor Corporation
Substituted.


 


At the effective time of any
Business Combination Event that complies with Section 6.01, the Successor Corporation (if not the Company) will succeed to, and
may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Corporation
had been named as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company will be discharged
from its obligations under this Indenture and the Notes.


 


Article
7.         Defaults
and Remedies


 


Section
7.01.     Events of Default.


 


(A)             Definition
of Events of Default. “Event of Default” means the occurrence of any of the following:


 






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(i)                
a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of
the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;


 


(ii)             
a default for thirty (30) consecutive days in (x) the payment of interest and/or (y) the crediting of PIK Interest or issuance
of PIK Notes, as applicable, when due on any Note;


 


(iii)           
the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice pursuant to Section 4.04(B);


 


(iv)            
a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion
right with respect thereto, if such default is not cured within three (3) Business Days after its occurrence;


 


(v)              
a default in the Company’s obligations under Section 6.01(A) or in any Guarantor’s obligations under Section
9.04;


 


(vi)            
a default in any of the Company’s obligations or agreements, or in any Guarantor’s obligations or agreements, under
this Indenture or the Notes (other than a default set forth in clause (i), (ii), (iii), (iv) or (v)
of this Section 7.01(A)) where such default is not cured or waived within sixty (60) days after notice to the Company by the Trustee,
or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding,
which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;


 


(vii)         
a default by the Company or any of the Company’s Subsidiaries with respect to any one or more mortgages, agreements or other
instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least
ten million dollars (US$10,000,000.00) (or its foreign currency equivalent) in the aggregate of the Company or any of the Company’s
Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:


 


(1)              
constitutes a failure to pay the principal, or premium or interest on, any of such indebtedness when due and payable at its stated
maturity, upon required repurchase, upon declaration of acceleration or otherwise


 


(2)              
results in such indebtedness becoming or being declared due and payable before its stated maturity; or


 


(3)              
entitles any creditor of Company or any of the Company’s Subsidiaries to declare any indebtedness due and payable prior to
its specified maturity as a result of an event of default (however described);


 


in each case, prior to the expiration of the
grace period provided in such indebtedness on the date of such indebtedness;


 






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(viii)       
any Guarantee ceases to be in full force and effect except as otherwise provided in this Indenture or any Guarantor denies or disaffirms
its obligations under its Guarantee;


 


(ix)            
one or more final judgments being rendered against the Company or any of the Company’s Subsidiaries for the payment of at
least ten million dollars (US$10,000,000.00) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance),
where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same has expired,
if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished; and


 


(x)              
the Company, the Guarantors or any of their Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law,
either:


 


(1)              
commences a voluntary case or proceeding;


 


(2)              
consents to the entry of an order for relief against it in an involuntary case or proceeding;


 


(3)              
consents to the appointment of a custodian of it or for any substantial part of its property;


 


(4)              
makes a general assignment for the benefit of its creditors;


 


(5)              
takes any comparable action under any foreign Bankruptcy Law; or


 


(6)              
generally is not paying its debts as they become due;


 


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


 


(1)              
is for relief against the Company, the Guarantors or any of its Significant Subsidiaries in an involuntary case or proceeding;


 


(2)              
appoints a custodian of the Company, the Guarantors, or any of their Significant Subsidiaries, or for any substantial part of the
property of the Company or any of its Significant Subsidiaries;


 


(3)              
orders the winding up or liquidation of the Company, the Guarantors, or any of their Significant Subsidiaries; or


 


(4)              
grants any similar relief under any foreign Bankruptcy Law,


 


and, in each case under this Section
7.01(A)(xi), such order or decree remains unstayed and in effect for at least sixty (60) days; or


 






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(xii)       failure
by the Company to comply with its obligations under the Registration Rights Agreement, which, in the reasonable determination of Holders
of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, is not caused by circumstances beyond
the Company’s control.


 


(B)             
Cause Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless
of the cause thereof or whether voluntary or involuntary or 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.


 


Section
7.02.     Acceleration.


 


(A)            
Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(x), Section 7.01(A)(viii)
or 7.01(A)(xi) occurs with respect to the Company or any Guarantor (and not solely with respect to a Significant Subsidiary of the Company
or any Guarantor), then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately
become due and payable without any further action or notice by any Person.


 


(B)             
Optional Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth
in Section 7.01(A)(x), Section 7.01(A)(viii), or 7.01(A)(xi) with respect to the Company or any Guarantor and not solely with respect
to a Significant Subsidiary of the Company or any Guarantor) occurs and is continuing, then the Trustee, by notice to the Company, or
Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and
the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become
due and payable immediately.


 


(C)             
Rescission of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders,
rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal of, or interest on, the
Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent
Default or impair any right consequent thereto.


 


Section
7.03.    
Sole Remedy for a Failure to Report.


 


(A)             Generally.
Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event of
Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Company’s
failure to comply with Section 3.02 will, for each of the first one hundred and eighty (180) calendar days on which a
Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If
the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account
of the relevant Reporting Event of Default from, and including, the one hundred and eighty first (181st) calendar day on which a
Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest
when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, the earlier of (x) the date such
Reporting Event of Default is cured or waived and (y) such one hundred and eighty first (181st) calendar day.


 






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(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable in arrears on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum
equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues
and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof for the duration of the
period on which Special Interest accrues; provided, however, that in no event will Special Interest payable at the Company’s
election pursuant to Section 7.03(A) as the sole remedy for any Reporting Event of Default accrue on any day on a Note at a combined
rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note pursuant
to Section 7.03(A) will be in addition to the Stated Interest that accrues on such Note.


 


(C)             
Notice of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the
Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes
the report(s) that the Company failed to file with or furnish to the SEC; (ii) states that the Company is electing that the sole remedy
for such Reporting Event of Default consist of the accrual of Special Interest pursuant to Section 7.03(A); and (iii) briefly describes
the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to
acceleration on account of such Reporting Event of Default.


 


(D)            
Notice to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note pursuant to Section
7.03(A), then, no later than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will
deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest
on such Note pursuant to Section 7.03(A) on such date of payment; and (ii) the amount of such Special Interest that is payable
on such date of payment. The Trustee will have no duty to determine whether any Special Interest is payable or the amount thereof.


 


(E)             
No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event
of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting
Event of Default.


 


Section
7.04.     Other Remedies.


 


(A)            
Trustee May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available
remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture
or the Notes.


 


(B)              Procedural
Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in
such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default
will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be
cumulative to the extent permitted by law.


 


Section
7.05.     Waiver of Past
Defaults.


 


An Event of Default pursuant
to clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in the case of clause (vi) only,
results from a Default under any covenant that cannot be amended without the consent of each affected Holder), and a Default that could
lead to such an Event of Default, can be waived only with the consent of each affected Holder. Each other Default or Event of Default
may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal amount of the Notes then outstanding. If
an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event
of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event
of Default or impair any right arising therefrom.


 






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Section
7.06.    
Control by Majority.


 


Holders of a majority in aggregate
principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law, this Indenture or the Notes, or that, subject to Section 11.01, the Trustee determines may be unduly prejudicial
to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any
such direction is unduly prejudicial to any Holders) or may involve the Trustee in liability, unless the Trustee is offered , and if requested,
provided security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from
the Trustee’s following such direction.


 


Section
7.07.     Limitation on Suits.


 


No Holder may pursue any remedy
with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the Redemption Price or
Fundamental Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s obligations to convert any Notes pursuant
to Article 5), unless:


 


(A)            
such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;


 


(B)             
Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a written request
to the Trustee to pursue such remedy;


 


(C)             
such Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against
any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;


 


(D)            
the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer
of security or indemnity; and


 


(E)             
 during such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding
do not deliver to the Trustee a direction that is inconsistent with such request.


 


A Holder of a Note may not
use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will
have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.


 






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Section
7.08.     Absolute
Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration.


 


Notwithstanding anything to
the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note to bring suit
for the enforcement of any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental Change Repurchase
Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon conversion of, such Note on or after
the respective due dates therefor provided in this Indenture and the Notes, will not be impaired or affected without the consent of such
Holder.


 


Section
7.09.     Collection
Suit by Trustee.


 


The Trustee will have the
right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii) or (iv) of Section
7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered
principal of, or Redemption Price or Fundamental Change Repurchase Price for, or interest on, or Conversion Consideration due pursuant
to Article 5 upon conversion of, the Notes, as applicable, and such further amounts sufficient to cover the costs and expenses
of collection, including compensation provided for in Section 11.06.


 


Section
7.10.     Trustee
May File Proofs of Claim.


 


The Trustee has the
right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its
creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable on any such claims.
Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable
compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the
Trustee pursuant to Section 11.06. To the extent that the payment of any such compensation, expenses, disbursements, advances
and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a lien
(senior to the rights of Holders) on, and will be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding (whether in liquidation or under any plan of
reorganization or arrangement or otherwise). Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent
to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
7.11.     Priorities.


 


The Trustee will pay or deliver
in the following order any money or other property that it collects pursuant to this Article 7:


 


First:
           to the Trustee, the Collateral Agent, the other Note Agents and their agents and attorneys for amounts due under this Indenture,
including payment of all fees, compensation, expenses and liabilities incurred, and all advances made, by the Trustee, the
Collateral Agent or the other Note Agents and the costs and expenses of collection;


 


Second:
       to Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and
without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and


 


Third:
         to the Company or such other Person as a court of competent jurisdiction directs.


 


The Trustee may fix a record
date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11, in which case the Trustee will
instruct the Company to, and the Company will deliver in writing, at least fifteen (15) calendar days before such record date, to each
Holder, the Trustee and the Collateral Agent a notice stating such record date, such payment date and the amount of such payment or nature
of such delivery, as applicable.


 






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Section
7.12.     Undertaking
for Costs.


 


In any suit for the enforcement
of any right or remedy under this Indenture or the Notes or in any suit against the Trustee or the Collateral Agent for any action taken
or omitted by it as Trustee or the Collateral Agent, a court, in its discretion, may (A) require the filing by any litigant party in such
suit of an undertaking to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees) against
any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party;
provided, however, that this Section 7.12 does not apply to any suit by the Trustee, any suit by a Holder pursuant
to Section 7.08 or any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then
outstanding.


 


Article
8.         Amendments,
Supplements and Waivers


 


Section
8.01.     Without
the Consent of Holders.


 


Notwithstanding anything to
the contrary in Section 8.02, the Company, the Guarantors, the Trustee and the Collateral Agent (if applicable) may amend or supplement
this Indenture or the Notes without the consent of any Holder to:


 


(A)            
cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;


 


(B)             
add guarantees with respect to the Company’s obligations under this Indenture or the Notes;


 


(C)             
secure the Notes or any Guarantee;


 


(D)            
add to the Company’s or any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender
any right or power conferred on the Company;


 


(E)             
provide for the assumption of the Company’s or any Guarantor’s obligations under this Indenture and the Notes pursuant
to, and in compliance with, Article 6 and Article 9, as applicable;


 


(F)             
enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with an Ordinary Shares
Change Event;


 


(G)            
evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Note Agent or Collateral
Agent;


 


(H)            
provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);


 


(I)               
[Reserved];


 


(J)               
comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under
the Trust Indenture Act, as then in effect;


 


(K)            
comply with the rules of the Common Depositary in a manner that does not adversely affect the rights of any Holder; or


 


(L)             
make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes,
adversely affect the rights of the Holders, as such, in any material respect.


 


 






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Section
8.02.     With
the Consent of Holders.


 


(A)             Generally.
Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantors,
the Trustee and the Collateral Agent (if applicable) may, with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this
Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01,
without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision
of this Indenture or the Notes, may:


 


(i)            
reduce the principal, or change the stated maturity, of any Note;


 


(ii)           
reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances
under which, the Notes may or will be redeemed or repurchased by the Company;


 


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


 


(iv)          
make any change that adversely affects the conversion rights of any Note;


 


(v)           
impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);


 


(vi)          
change the ranking of the Notes or the Guarantees;


 


(vii)         
other than in accordance with the provisions of this Indenture, modify any Guarantee or release any Guarantee or a Guarantor from
its obligations under this Indenture, in each case, in any manner materially adverse to the Holders;


 


(viii)        
make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;


 


(ix)           
reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or


 


(x)            
make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes
that requires the consent of each affected Holder.


 


 


For the avoidance of doubt,
pursuant to clauses (i), (ii), (iii), (iv) and (v) of this Section 8.02(A), no amendment or
supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of
consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Tax Redemption Date, Fundamental Change Repurchase
Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as
applicable, without the consent of each affected Holder.


 


Notwithstanding the foregoing,
the Company, the Guarantors and the Trustee may, with the consent of the Holders representing not less than seventy-five percent in aggregate
principal amount of the Notes then outstanding, amend or modify the definition of “Fundamental Change” or the other definitions
used in such definition.


 


(B)             
Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02
need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.


 


Section
8.03.     Notice
of Amendments, Supplements and Waivers.


 


As soon as reasonably practicable
after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the
Holders, the Trustee and the Collateral Agent (if applicable) notice that (A) describes the substance of such amendment, supplement or
waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required
to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with
the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not
impair or affect the validity of such amendment, supplement or waiver.


 






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Section
8.04.     Revocation,
Effect and Solicitation of Consents; Special Record Dates; Etc.


 


(A)            
Revocation and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and
constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as
the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.04(B))
any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement
or waiver becomes effective.


 


(B)             
Special Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders
entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article 8.
If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who are Holders as of
such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or to
take any such action, regardless of whether such Persons continue to be Holders after such record date; provided, however,
that no such consent will be valid or effective for more than one hundred and twenty (120) calendar days after such record date.


 


(C)             
Solicitation of Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a
Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.


 


(D)            
Effectiveness and Binding Effect. Each amendment, supplement or waiver pursuant to this Article 8 will become effective
in accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every
Holder of such Note (or such portion).


 


Section
8.05.     Notations and Exchanges.


 


If any amendment, supplement
or waiver changes the terms of a Note, then the Trustee (at the direction of the Company) or the Company may, in its discretion, require
the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company
on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue,
execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects
the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair
or affect the validity of such amendment, supplement or waiver.


 


Section
8.06.     Trustee
to Execute Supplemental Indentures.


 


The Trustee will execute and
deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that the
Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that the
Trustee concludes adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental
indenture, the Trustee will be entitled to receive, and (subject to Sections 11.01 and 11.02) will be fully protected in
relying on, in addition to the documents required by Section 13.02, an Officer’s Certificate and an Opinion of Counsel stating
that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B)
in the case of the Opinion of Counsel, such amendment or supplemental indenture is the legal, valid and obligation of the Company (and
any Guarantor) and binding and enforceable against each in accordance with its terms.


 






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Article
9.         Guarantees


 


Section
9.01.     Guarantees.


 


(A)            
Generally. By its execution of this Indenture (by any amended or supplemental indenture pursuant to Section 8.01(B)),
each Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that such Guarantor is providing its
Guarantee for good and valuable consideration, including such substantial benefits. Subject to this Article 9, each of the Guarantors
hereby, jointly and severally, fully and unconditionally guarantees, to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and the Collateral Agent and their successors and assigns, regardless of the validity or enforceability of this Indenture,
the Notes or the obligations of the Company under this Indenture, the Notes or the other Notes documents, that:


 


(i)            
the principal of, any interest on, and any Conversion Consideration for, the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise, and interest on the overdue principal
of, any interest on, or any Conversion Consideration for, the Notes, if lawful, and all other obligations of the Company to the Holders,
the Trustee or the Collateral Agent under this Indenture or the Notes, will be promptly paid or delivered in full or performed, as applicable,
in each case in accordance with this Indenture and the Notes; and


 


(ii)           
 in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration,
on a Fundamental Change Repurchase Date, upon Redemption or otherwise, (clause (i) and (ii) collectively, the “Guaranteed Obligations”),
in each case subject to Section 9.02.


 


Upon the failure of any payment when due of any
amount so guaranteed, and upon the failure of any performance so guaranteed, for whatever reason, the Guarantors will be jointly and severally
obligated to pay or perform, as applicable, the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.


 


(B)             
Guarantee Is Unconditional; Waiver of Diligence, Presentment, Etc. Each Guarantor agrees that its Guarantee of the Guaranteed
Obligations is unconditional, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company
under this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to
any provisions of this Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment or performance
in full of Guaranteed Obligations (other than contingent obligations that have yet to accrue). Each Guarantor waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever, and covenants that this Guarantee will not be discharged except
by complete payment or performance of the Guaranteed Obligations (other than contingent obligations that have yet to accrue) in accordance
with this Indenture and the Notes.


 


(C)             
Reinstatement of Guarantee Upon Return of Payments. If any Holder or the Trustee is required by any court or otherwise to
return, to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company
or the Guarantors, any consideration paid or delivered by the Company or the Guarantors to such Holder, the Trustee or the Collateral
Agent, then each Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.


 


(D)            
Subrogation. Each Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation
to the Holders or in respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full
of, all Guaranteed Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee
and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article
7, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations;
and (ii) if any Guaranteed Obligations are accelerated pursuant to Article 7, then such Guaranteed Obligations will, whether or
not due and payable, immediately become due and payable by the Guarantors. Each Guarantor will have the right to seek contribution from
any non-paying Guarantor, but only if the exercise of such right does not impair the rights of the Holders under any Guarantee.


 






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Section
9.02.     Limitation on Guarantor Liability.


 


Each Guarantor, and, by its
acceptance of any Note, each Holder, confirms that each Guarantor and the Holders intend that the Guarantee of each Guarantor not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar federal or state law to the extent applicable to any Guarantee. Each of the Trustee, the Collateral Agent, the Holders
and each Guarantor irrevocably agrees that the obligations of each Guarantor under its Guarantee will be limited to the maximum amount
that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent transfer or fraudulent conveyance under federal or state law and not otherwise being
void or voidable under any similar laws affecting the rights of creditors generally.


 


Section
9.03.     Execution
and Delivery of Guarantee.


 


The execution by each Guarantor
of this Indenture (by an amended or supplemental indenture pursuant to Section 8.01(B)) evidences the Guarantee of such Guarantor,
and the delivery of any Note by the Trustee after its authentication constitutes due delivery of each Guarantee on behalf of each Guarantor.
A Guarantee’s validity will not be affected by the failure of any officer of a Guarantor executing this Indenture or any such amended
or supplemental indenture on such Guarantor’s behalf to hold, at the time any Note is authenticated, the same or any other office
at each Guarantor, and each Guarantee will be valid and enforceable even if no notation, certificate or other instrument is set upon or
attached to, or otherwise executed and delivered to the Holder of, any Note.


 


Section
9.04.     When
Guarantors May Merge, etc.


 


(A)            
Generally. No Guarantor will consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction
or a series of transactions, all or substantially all of the assets of such Guarantor and its Subsidiaries, taken as a whole, to another
Person (other than the Company or another Guarantor) (a “Guarantor Business Combination Event”), unless (1) the resulting,
surviving or transferee Person is such Guarantor or, if not such Guarantor, expressly assumes (by executing and delivering to the Trustee,
at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture) all of such Guarantor’s
obligations under this Indenture and the Notes and any Security Documents as may be necessary to grant a perfected security interest over
the Collateral held by such Guarantor; provided that (a) such surviving Guarantor shall be incorporated or organized under the
laws of the United States of America, any State thereof or the District of Columbia and (b) no Default or Event of Default shall exist,
or would result from such Guarantor Business Combination Event or (2) the transaction is in compliance with Section 3.10.


 


Notwithstanding the foregoing,
any Guarantor may merge, consolidate, amalgamate or wind up with or into or transfer all or part of its properties and assets to the Company
without regard to the requirements set forth in this Section 9.04(A).


 


(B)             
 Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor
Business Combination Event, the Company will deliver to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion
of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indenture and
any Security Documents) complies with Section 9.04(A); and (ii) all conditions precedent to such Guarantor Business Combination
Event provided in this Indenture have been satisfied.


 


(C)             
Successor Corporation Substituted. At the effective time of any Guarantor Business Combination Event that complies with
Section 9.04(A) and Section 9.04(B), the Successor Corporation of the Guarantor (if not the applicable Guarantor) will succeed
to, and may exercise every right and power of, such Guarantor under this Indenture and the Notes with the same effect as if such Successor
Corporation of the Guarantor had been named as a Guarantor in this Indenture and the Notes, and, except in the case of a lease, the predecessor
Guarantor will be discharged from its obligations under this Indenture and the Notes.


 






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Section
9.05.     Application
of Certain Provisions of the Guarantors.


 


(A)            
Officer’s Certificates and Opinions of Counsel. Upon any request or application by any Guarantor to the Trustee or
the Collateral Agent to take any action under this Indenture, the Trustee and the Collateral Agent will be entitled to receive an Officer’s
Certificate and an Opinion of Counsel pursuant to Section 13.02 with the same effect as if each reference to the Company in Section
13.02 or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel”
were instead a reference to such Guarantor.


 


(B)             
Company Order. A Company Order may be given by any Guarantor with the same effect as if each reference to the Company in
the definitions of “Company Order” or “Officer” were instead a reference to such Guarantor.


 


(C)             
Notices and Demands. Any notice or demand that this Indenture requires or permits to be given by the Trustee or the Collateral
Agent, or by any Holders, to the Company may instead be given to any Guarantor.


 


Section
9.06.     Release
of Guarantees.


 


Any Guarantee by a Guarantor
shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company, the Trustee
or the Collateral Agent is required for the release of such Guarantor’s Guarantee, upon:


 


(A)            
(i) any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise)
of all or substantially all of the assets of such Guarantor, in each case, if such sale, exchange, transfer or other disposition is not
prohibited by the applicable provisions of this Indenture and, (a) in the case the transferee Person is not the Company or a Subsidiary,
such sale, exchange, transfer or other disposition is in compliance with Section 3.10 or (b) unless such sale, exchange, transfer or other
disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s obligations in accordance
with Section 9.04;


 


(ii)           
 the merger, consolidation or amalgamation of any Guarantor with and into the Company, or upon the liquidation of a Guarantor following
the transfer of all of its assets to the Company; or


 


(iii)          
the merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the
surviving Person, if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such
Subsidiary expressly assumes such Guarantor’s obligations in accordance with Section 9.04; and


 


(B)             
the Company and such Guarantor delivering to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been
complied with.


 


Article
10.       Satisfaction
and Discharge


 


Section
10.01. Termination of Company’s Obligations.


 


This Indenture will be discharged,
and will cease to be of further effect as to all Notes issued under this Indenture, when:


 


(A)            
all Notes then outstanding (other than Notes replaced pursuant to Section 2.12) have (i) been delivered to the Trustee for
cancellation; or (ii) become due and payable (whether on a Redemption Date, a Tax Redemption Date, a Fundamental Change Repurchase Date,
the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 


(B)             
the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the
Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property
due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.12);


 


(C)             
the Company has paid all other amounts payable by it under this Indenture; and


 






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(D)            
the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each
stating that the conditions precedent to the discharge of this Indenture have been satisfied;


 


provided, however, that Article
11 and Section 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations
of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such
discharge.


 


At the Company’s request
contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge
of this Indenture.


 


Section
10.02. Repayment to Company.


 


Subject to applicable unclaimed
property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists (and, at the Company’s
request, promptly deliver to the Company) any cash, Conversion Consideration or other property held by any of them for payment or delivery
on the Notes that remain unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the
Company, the Trustee, the Paying Agent and the Conversion Agent will have no further liability to any Holder with respect to such cash,
Conversion Consideration or other property, and Holders entitled to the payment or delivery of such cash, Conversion Consideration or
other property must look to the Company for payment as a general creditor of the Company.


 


Section
10.03. Reinstatement.


 


If the Trustee, the Paying
Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 10.01 because
of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits
such application, then the discharge of this Indenture pursuant to Section 10.01 will be rescinded; provided, however,
that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will
be subrogated to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the
Trustee, the Paying Agent or the Conversion Agent, as applicable.


 


Article
11.       Trustee


 


Section
11.01. Duties of the Trustee.


 


(A)            
If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual or written knowledge,
the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided
that the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction
of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee indemnity or security satisfactory
to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction.


 


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


 


(i)            
the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into
this Indenture against the Trustee; and


 


(ii)             in
the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the
Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to verify the
contents thereof.


 






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(C)             
The Trustee may not be relieved from liabilities for its gross negligence or willful misconduct, except that:


 


(i)             
this paragraph will not limit the effect of Section 11.01(B);


 


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


 


(iii)           
the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 7.06; and


 


(iv)           
no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance
of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe
that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.


 


(D)            
Each provision of this Indenture that in any way relates to the Trustee is subject to this Section 11.01 and Section
11.02, regardless of whether such provision so expressly provides.


 


(E)             
No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.


 


(F)             
The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.


 


(G)            
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 will be subject to the provisions of this Section 11.01.


 


(H)            
The Trustee will 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 (except in its capacity as Paying Agent pursuant to
the terms of this Indenture) or any records maintained by any co-note registrar with respect to the Notes.


 


(I)               
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.


 


(J)               
 Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


Section
11.02. Rights of the Trustee.


 


(A)            
The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document that it believes to be genuine
and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.


 


(B)             
Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate,
an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such
Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion
of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance
thereon without liability.


 


(C)             
The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent
appointed with due care.


 


(D)            
The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or
within the rights or powers vested in it by this Indenture.


 






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


 


(F)             
The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless
such Holder has offered and, if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability
or expense that it may incur in complying with such request or direction (it being understood that the Trustee does not have an affirmative
duty to determine whether any direction is prejudicial to any Holder).


 


(G)            
The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including
lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)            
The Trustee will 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, judgment, 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 will incur
no liability of any kind by reason of such inquiry or investigation.


 


(I)               
The Trustee will not be required to give any bond or surety in respect of the execution of the trusts, powers, and duties under
this Indenture.


 


(J)               
The permissive rights of the Trustee enumerated herein will not be construed as duties. The Trustee undertakes to perform such
duties and only such duties as are specifically and expressly set forth in this Indenture.


 


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


 


(L)             
The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default
in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note) unless
written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default)
is actually received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default.


 


(M)           
Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Common
Depositary.


 


(N)            
The Trustee, the Collateral Agent and the Note Agents are hereby authorized and directed to execute and deliver each Notes document
to which it is a party, binding the Holders to the terms thereof.


 


(O)            
Notwithstanding anything to the contrary in this Indenture, the Trustee will have no duty to know or inquire as to the performance
or nonperformance of any provision of any other agreement, instrument or contract, nor will the Trustee be responsible for, nor chargeable
with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has
been provided to the Trustee, including, without limitation, the Subscription Agreement, any Proposed Term Sheet, the Business Combination
Agreement or the Registration Rights Agreement.


 


Section
11.03. Individual Rights of the Trustee.


 


The Trustee, in its individual
or any other capacity, may become the owner or pledgee of charge any Note and may otherwise deal with the Company or any of its Affiliates
with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting
interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety
(90) days or resign as Trustee. The rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture and
the other Notes documents, including its right to be compensated, reimbursed and indemnified, are extended to, and will be enforceable
by, the Trustee in each of its capacities under this Indenture, the Collateral Agent and each Note Agent, custodian and other Person retained
to act under this Indenture. For the avoidance of doubt, each reference to the Trustee in the Article 11 shall also be deemed to be a
reference to the Collateral Agent and the other Note Agents.


 






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Section
11.04. Trustee’s Disclaimer.


 


The Trustee will not be (A)
responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s
use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this
Indenture; (C) responsible for the use or application of any money received by any Paying Agent other than the Trustee; and (D) responsible
for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this Indenture, other
than the Trustee’s certificate of authentication.


 


Section
11.05. Notice of Defaults.


 


If a Default or Event of Default
occurs and is continuing and is actually known to a Responsible Officer of the Trustee (in accordance with Section 11.02(L)), then
the Trustee will send Holders a notice of such Default or Event of Default within ninety (90) days after it occurs or, if it is not actually
known to a Responsible Officer of the Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes
actually known to a Responsible Officer (in accordance with Section 11.02(L)); provided, however, that, except in
the case of a Default or Event of Default in the payment of the principal of, or interest, if any, on, any Note, the Trustee may withhold
such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders. The Trustee
will not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice thereof has been
received by a Responsible Officer, and such notice references the Notes and this Indenture and states on its face that a Default or Event
of Default has occurred.


 


Section
11.06. Compensation and Indemnity.


 


(A)            
The Company will, from time to time, pay the Trustee (acting in any capacity hereunder) reasonable compensation for its acceptance
of this Indenture and services under this Indenture as the Company and the Trustee shall from time to time agree in writing. The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the
Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.


 


(B)              The
Company will indemnify and hold harmless the Trustee (acting in any capacity hereunder) against any and all losses, liabilities or
expenses (including, without limitation, attorneys’ fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture
(including, without limitation, attorneys’ fees and expenses) against the Company (including this Section 11.06) and
defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or
expense may be attributable to its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a
final and non-appealable decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnity (other
than any claim brought by the Company), but the Trustee’s failure to so notify the Company will not relieve the Company of its
obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The
Company will defend such claim, and the Trustee will cooperate in such defense at the expense of the Company. If the Trustee is
advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or
that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay
the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in
evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent,
which consent will not be unreasonably withheld. The indemnification provided in this Section 11.06 will extend to the
officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture.


 


(C)             
The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge
of this Indenture.


 


(D)            
To secure the Company’s payment obligations in this Section 11.06, the Trustee will have a lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes,
which lien will survive the discharge of this Indenture.


 


(E)             
If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (viii) or (xi) of
Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents
and counsel) are intended to constitute administrative expenses for purposes of priority under any Bankruptcy Law.


 






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Section
11.07. Replacement of the Trustee.


 


(A)            
Notwithstanding anything to the contrary in this Section 11.07, a resignation or removal of the Trustee, and the appointment
of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section
11.07.


 


(B)             
The Trustee may resign at any time and be discharged from its duties and obligations hereunder at any time by giving no less than
thirty (30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal
amount of the Notes then outstanding may remove the Trustee by providing no less than thirty (30) calendar days’ prior written notice
to the Trustee and the Company. The Company may remove the Trustee if:


 


(i)             
the Trustee fails to comply with Section 11.09;


 


(ii)           
the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(iii)           
a custodian or public officer takes charge of the Trustee or its property; or


 


(iv)          
the Trustee becomes incapable of acting.


 


(C)             
 If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will
promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of
a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee
appointed by the Company.


 


(D)            
If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring
Trustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the
Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(E)             
If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 11.09, then such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(F)             
A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which
notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee
will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor
Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 11.06(D).


 


Section
11.08. Successor Trustee by Merger, Etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, then such corporation
will become the successor Trustee under this Indenture and will have and succeed to the rights, powers, duties, immunities and privileges
of its predecessor without any further act or the execution or filing of any instrument or paper.


 


Section
11.09. Eligibility; Disqualification.


 


There will at all times be
a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least fifty million dollars (US$50,000,000) as set forth
in its most recent published annual report of condition.


 






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Article
12.       Collateral
and Security


 


Section
12.01. Security Documents


 


The due and punctual
payment of the principal of, premium, if any, and interest on the Notes and other amounts due hereunder including the Guaranteed
Obligations when and as the same shall be due and payable, subject to any applicable grace period, whether on an Interest Payment
Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Notes and the performance of all other obligations of the Company and the Guarantors to the Holders, the Collateral
Agent or the Trustee under this Indenture shall be secured by the Collateral pursuant to the terms of the Security Documents. The
Security Documents shall provide for the grant by the Company and the Guarantors party thereto to the Collateral Agent of security
interests in the Collateral subject to Permitted Liens.


 


Section
12.02. Recording and Opinions


 


(A)            
The Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken such actions
as may be required by the Security Documents, to perfect, maintain (with the priority required under the Security Documents), preserve
and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the
Collateral granted by the Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the obligations
under this Indenture, the Notes, any Guarantees and the Security Documents, prior to the rights of all third Persons and subject to no
other Liens, in each case other than Permitted Liens; provided that, notwithstanding anything to the contrary under this Indenture
or any Security Document, the Company and the Guarantors shall not be required (A) to perfect the security interests and/or Liens granted
by the Security Documents by any means other than by (1) filings pursuant to the UCC in the office of the secretary of state (or similar
filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor and (2) filings in United States government
offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor and (B) to
complete any filings or other action with respect to the perfection of the security interests, including of any intellectual property,
created under the Security Documents in any jurisdiction outside of the United States. The Company shall from time to time promptly pay
all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture,
the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or
thereto.


 


(B)             
The Company shall furnish to the Collateral Agent, at such times as would be required by Section 314(b) of the Trust Indenture
Act if this Indenture were qualified thereunder, commencing [ ● ], an Opinion
of Counsel to the effect that, either (i) other than actions that have been taken, no further action was necessary to maintain the perfection
of the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for
which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing
of a UCC-1 financing statement with the appropriate filing office of the applicable party’s jurisdiction of organization or (ii)
if any actions are so required to be taken, to specify such actions.


 


(C)             
The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents,
and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions
of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Trustee and the
Holders duly created, enforceable and perfected Liens to the extent required by this Indenture and the Security Documents, as from time
to time constituted.


 


Section
12.03. Release of Collateral


 


(A)            
The Liens of the Collateral Agent created by the Security Documents shall not at any time be released on all or any portion of
the Collateral from the Liens created by the Security Documents unless such release is in accordance with the provisions of this Indenture
and the applicable Security Documents.


 


(B)             
The release of any Collateral from the Liens created by the Security Documents shall not be deemed to impair the security under
this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and
the Security Documents. The Company and the Guarantors shall not be required to comply with Section 314(d) of the Trust Indenture
Act in connection with any release of Collateral. For the avoidance of doubt, the automatic release of any current assets constituting
Collateral in connection with the sale, lease or other similar disposition of such inventory of the Company and the Guarantors in the
ordinary course of business shall not require delivery of any reports, certificates, opinions or other formal documentation.


 






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Section
12.04. Specified Releases of Collateral


 


(A)            
Collateral shall be released from the Liens created by the Security Documents at any time or from time to time in accordance with
the provisions of the Security Documents or as provided in this Indenture. The Liens securing the Collateral shall be automatically released
without the need for further action by any Person under any one or more of the following circumstances:


 


(i)            
in part, as to any property that is sold, transferred, disbursed or otherwise disposed of by the Company or any Guarantor (other
than to the Company or any Guarantor) in a transaction not prohibited by this Indenture at the time of such sale, transfer, disbursement
or disposition;


 


(ii)           
in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions in
Section 8.02;


 


(iii)          
in whole with respect to the Collateral of any Guarantor, upon the release of the Guarantee of such Guarantor in accordance with
this Indenture;


 


(iv)          
in whole or in part, as applicable, as to all or any portion of the Collateral which has been taken by eminent domain, condemnation
or similar circumstances; and


 


(v)           
in part, in accordance with the applicable provisions of the Security Documents.


 


(B)              Upon
the request of the Company pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions
precedent hereunder and under the Security Documents, if any, have been met, and any instruments of termination, satisfaction or
release prepared by the Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or
the Trustee and at the expense of the Company or the Guarantors, shall execute, deliver or acknowledge or authorize the filing by
Company or the Guarantors of such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably
requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral
permitted to be released pursuant to this Indenture, the Security Documents, any such release to be made without any recourse,
representation or warranty of the Collateral Agent.


 


Section
12.05. Release upon Satisfaction and Discharge or Amendment


 


(A)            
The Liens on all Collateral granted under the Security Documents that secure the Notes and the Guarantees shall be automatically
terminated and released without the need for further action by any Person:


 


(i)            
upon the full and final payment and performance of the Company’s and the Guarantors’ respective obligations under this
Indenture, the Notes and the Guarantees (other than contingent obligations that have yet to accrue);


 


(ii)            
upon satisfaction and discharge of this Indenture as described under Article 10; or


 


(iii)           
with the written consent of Holders of at least 66-2/3% in aggregate principal amount of the outstanding Notes.


 


(B)             
Upon the request of the Company contained in an Officer’s Certificate and Opinion of Counsel confirming that all conditions
precedent hereunder and under the Security Documents have been met, any instruments of termination, satisfaction or release prepared by
the Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense
of the Company or the Guarantors, shall execute, deliver or acknowledge or authorize the filing by the Company or the Guarantors of such
instruments or releases to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released
pursuant to this Indenture, or the Security Documents, any such release to be made without any recourse, representation or warranty of
the Collateral Agent and to be in a form reasonably acceptable to the Collateral Agent.


 





Section
12.06. Form and Sufficiency of Release and Subordination


 


In the event that the
Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral that may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other
than the Company or a Guarantor, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion
of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral
have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such
property under this Indenture and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action that
is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey
to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or
such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse,
representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by
the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent)
promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral in
Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of any such release.


 






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Section
12.07. Purchaser Protected


 


No purchaser or grantee of
any property or rights purported to have been released from the Lien of this Indenture or of the Security Documents shall be bound to
ascertain the authority of the Trustee or the Collateral Agent, as applicable, to execute the release or to inquire as to the existence
of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted
by this Indenture to be sold or otherwise disposed of by the Company be under any obligation to ascertain or inquire into the authority
of the Company to make such sale or other disposition.


 


Section
12.08. Authorization of Actions to be Taken by the Collateral Agent Under the Security Documents


 


(A)            
Subject to the provisions of the applicable Security Documents, each Holder, by acceptance of the Notes, appoints U.S. Bank National
Association as Collateral Agent consents to the terms of and agrees that the Collateral Agent shall, and the Collateral Agent is hereby
authorized and directed to, execute and deliver the Security Documents to which it is a party and all agreements, documents and instruments
incidental thereto, binding the Holders to the terms thereof, and act in accordance with the terms thereof. For the avoidance of doubt,
the Collateral Agent shall have no discretion under this Indenture or the Security Documents and whenever reference is made in this Indenture
to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other
direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision,
opinion, acceptance, use of judgment, expression or satisfaction or other exercise of discretion, rights or remedies to be made (or not
to be made) by the Collateral Agent, it is understood in all cases that the Collateral Agent shall not be required to make or give and
shall be fully protected in not making or giving any determination, consent, approval, request or direction without the written direction
of the Holders of at least 66-2/3% in aggregate principal amount of then outstanding Notes, the Trustee or the Company, as applicable.
This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended
to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party
hereto. Further, the Collateral Agent shall be under no obligation to exercise any of its rights and powers under this Indenture at the
request or direction of any Holders, unless such Holder shall have offered, and if requested, provided to the Collateral Agent security
and indemnity satisfactory to the Collateral Agent against any loss, cost, liability or expense which might be incurred by the Collateral
Agent in compliance with such direction or request and then only to the extent required by the terms of this Indenture.


 


(B)              No
provision of this Indenture or the Security Documents shall require the Collateral Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take
any action hereunder or thereunder or take any action at the request or direction of Holders or the Trustee if it shall have
reasonable grounds for believing that repayment of such funds is not assured to it. Notwithstanding anything to the contrary
contained in this Indenture or the Security Documents, in the event the Collateral Agent is entitled or required to commence an
action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent
shall not be required to commence any such action or exercise any remedy or take any such other action if the Collateral Agent has
determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the
Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the
Holders in an amount and in a form satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from
all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no
longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.


 






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(C)             
So long as an Event of Default is not continuing, the Company may direct the Collateral Agent in writing in connection with any
action required or permitted by this Indenture or the Security Documents. During the continuance of an Event of Default, the Trustee,
or the requisite Holders pursuant to Section 7.05, may direct the Collateral Agent in connection with any action required or permitted
by this Indenture or the Security Documents.


 


(D)            
The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
the Collateral Agent shall have received written notice from the Trustee, a Holder or the Company referring to this Indenture, describing
such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such
action with respect to such Default or Event of Default as may be requested by the Trustee or the Holders of at least 66-2/3% in aggregate
principal amount of then outstanding Notes subject to this Article 12.


 


Section
12.09. Authorization of Receipt of Funds by the Trustee Under the Security Documents


 


The Collateral Agent is authorized
to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Security Documents and to make further
distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 7.11 and the other
provisions of this Indenture. Such funds shall be held on deposit by the Trustee without investment (unless otherwise provided in this
Indenture), and the Trustee shall have no liability for interest or other compensation thereon.


 


Section
12.10. Action by the Collateral Agent


 


Beyond the exercise of
reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or
in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or
any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords
its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason
of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith and
with reasonable care.


 






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Neither the Trustee nor Collateral
Agent shall be responsible for (i) the existence, genuineness or value of any of the Collateral; (ii) the validity, perfection, priority
or enforceability of the Liens intended to be created by this Indenture or the Security Documents in any of the Collateral, whether impaired
by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission
constitutes gross negligence or willful misconduct on the part of the Collateral Agent (as determined by a final non-appealable order
of a court of competent jurisdiction not subject to appeal)); (iii) the sufficiency of the Collateral; (iv) the validity of the title
of the Company and the Guarantors to any of the Collateral; (v) insuring the Collateral; (vi) any action taken or omitted to be taken
by it under or in connection with this Indenture or the Security Documents or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct as determined by a final nonappealable order of a court of competent jurisdiction) or (vii) any
recital, statement, representation, warranty, covenant or agreement made by the Company or any Affiliate of the Company, or any officer
or Affiliate thereof, contained in this Indenture or in any certificate, report, statement or other document referred to or provided for
in, or received by the Collateral Agent under or in connection with, this Indenture. The Company and the Guarantors shall be responsible
for the maintenance of the Collateral and for the payment of taxes, charges or assessments upon the Collateral. For the avoidance of doubt,
nothing herein shall require the Collateral Agent or the Trustee to file financing statements or continuation statements, or be responsible
for maintaining the security interests purported to be created and described herein (except for the safe custody of any Collateral in
its possession and the accounting for moneys actually received by it under this Indenture or the Security Documents) and such responsibility
shall be solely that of the Company. The Collateral Agent shall not be under any obligation to the Trustee or any Holder to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or to inspect
the properties, books, or records of the Company or any of its Affiliates.


 


Section
12.11. Compensation and Indemnity.


 


(A)            
The Company shall pay to the Collateral Agent from time to time compensation as shall be agreed to in writing by the Company and
the Collateral Agent for its acceptance of this Indenture, the Security Documents and services hereunder. The Company shall reimburse
the Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses
incurred or made by it in connection with Collateral Agent’s duties under this Indenture and the Security Documents, including the
reasonable compensation, disbursements and expenses of the Collateral Agent’s agents and counsel, except any disbursement, advance
or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence.


 






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(B)              The
Company and the Guarantors shall, jointly and severally, indemnify the Collateral Agent and any predecessor Collateral Agent and
each of their agents, employees, officers and directors for, and hold them harmless against, any and all losses, liabilities,
claims, damages or expenses (including the fees and expenses of counsel to the Collateral Agent and any environmental liabilities)
incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture and the
Security Documents, including, without limitation (i) any claim relating to the grant to the Collateral Agent of any Lien in any
property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture and the Security
Documents against the Company and the Guarantors (including this Section 12.11) and defending itself against or investigating
any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder or thereunder, except to the extent any such loss, liability,
claim, damage or expense shall have been determined by a court of competent jurisdiction to have been attributable to its willful
misconduct or gross negligence. The Collateral Agent shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Collateral Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations
hereunder, except to the extent the Company or the Guarantors are materially prejudiced thereby. At the Collateral Agent’s
sole discretion, the Company and the Guarantors shall defend any claim or threatened claim asserted against the Collateral Agent,
with counsel reasonably satisfactory to the Collateral Agent, and the Collateral Agent shall cooperate in the defense at the
Company’s and the Guarantors’ expense. The Collateral Agent may have one separate U.S. counsel (and one separate foreign
counsel in each applicable non-U.S. jurisdiction) and the Company and the Guarantors shall pay the reasonable fees and expenses of
such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be
unreasonably withheld.


 


(C)             
The Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture
whether or not expressly stated therein, including but not limited to the right to be compensated, reimbursed and indemnified under Section 11.06,
in the acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any
provision to the contrary contained elsewhere in this Indenture or the Security Documents, the Collateral Agent shall not have any duties
or responsibilities, except those expressly set forth in this Indenture or the Security Documents to which the Collateral Agent is a party,
nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents
or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent”
in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.


 


(D)            
The obligations of the Company and the Guarantors under this Section 12.11 shall survive the satisfaction and discharge of
this Indenture and the resignation, removal or replacement of the Collateral Agent.


 






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Section
12.12. Post-Closing Collateral


 


To the extent the Company
and the Guarantors are not able to execute and deliver all Security Documents required in connection with the creation and
perfection of the Liens of the Collateral Agent on the Collateral (to the extent required by this Indenture or such Security
Documents) on or prior to the Issue Date, the Company and the Guarantors will use their commercially reasonable efforts to have all
security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture or such
Security Documents, within the time period required by the Security Documents.


 


Article
13.       Miscellaneous


 


Section
13.01. Notices.


 


Any notice or communication
by the Company or the Trustee (including in its capacity as Collateral Agent and any Note Agent) to the other will be deemed to have been
duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile
transmission, electronic transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing
next day delivery, or to the other’s address, which initially is as follows:


 


If to the Company:


 


		To:	Vertical Aerospace Ltd.




140-142 Kensington Church Street

London, W8 4BN

United Kingdom


+44 117 457 2094


 


 


with a copy (which will not constitute
notice) to:


 


Latham & Watkins
(London) LLP


99 Bishopsgate,
London, EC2M 3XF, United Kingdom


Attn: David Stewart
and Robbie McLaren


Email: #.#####.#######@lw.com
and ######.#######@lw.com


 


If to the Trustee and the Collateral
Agent:


 


U.S. Bank National Association


Global Corporate Trust Services


60 Livingston Avenue


St. Paul, MN 55107


Attn: Account Administration
(Vertical Aerospace Notes)


 


If to the Common Depositary:


 


[ ● ]


 


The Company, the Trustee or
the Collateral Agent, by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic
addresses) for subsequent notices or communications.


 






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All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered;
(B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted
by facsimile, electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


All notices or communications
required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given in writing
if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,
to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note may,
but need not, instead be sent pursuant to the Applicable Procedures (in which case, such notice will be deemed to be duly sent or given
in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect
its sufficiency with respect to any other Holder. All notices, approvals, consents, requests and any communications hereunder must be
in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually
or by way of a digital signature), in English, and signatures of the parties hereto transmitted by facsimile, PDF or other electronic
transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) will constitute
effective execution and delivery of this Indenture as to the other parties hereto and will be deemed to be their original signatures for
all purposes; provided, notwithstanding anything to the contrary set forth herein, the Trustee is under no obligation to agree to accept
electronic signatures in any form or format unless express agreed to by the Trustee pursuant to procedures approved by the Trustee. The
Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to Trustee,
including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by
third parties.


 


If the Trustee is then acting
as the Common Depositary or the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice
prepared by the Company to be sent to any Holder(s) pursuant to the Applicable Procedures, provided such request is evidenced in
a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice
is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion
of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any
such Company Order.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the
addressee receives it.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice to
another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different
capacities; and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and
each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.


 






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Section
13.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee or the Collateral Agent to take any action under this Indenture (other than the Opinion of Counsel described
in (B) with respect to the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee and the Collateral
Agent:


 


(A)            
an Officer’s Certificate in form reasonably satisfactory to the Trustee that complies with Section 13.03 and states
that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating
to such action have been satisfied; and


 


(B)             
an Opinion of Counsel in form reasonably satisfactory to the Trustee that complies with Section 13.03 and states that, in
the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.


 


Section
13.03. Statements Required in Officer’s Certificate and Opinion of Counsel.


 


Each Officer’s Certificate
(other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant
or condition provided for in this Indenture will include:


 


(A)            
a statement that the signatory thereto has read such covenant or condition;


 


(B)             
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
therein are based;


 


(C)             
a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to
enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(D)            
a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.


 


Section
13.04. Rules by the Trustee, the Registrar and the Paying Agent.


 


The Trustee may make reasonable
rules for action by or at a meeting of Holders. The Collateral Agent, Conversion Agent, Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.


 






    - 116 -


     


    

 


Section
13.05. No Personal Liability of Directors, Officers, Employees and Shareholders.


 


No past, present or future
director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company
under this Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting
any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of
the Notes.


 


Section
13.06. Governing Law; Waiver of Jury Trial.


 


THIS INDENTURE AND THE NOTES,
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS OF THE NOTES BY THEIR ACCEPTANCE
THEREOF 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 BY THIS INDENTURE OR THE NOTES.


 


Section
13.07. Submission to Jurisdiction.


 


Any legal suit, action or
proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in the federal
courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in
the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the
extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.01 will be
effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Trustee, the
Collateral Agent and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead
or claim any such suit, action or other proceeding has been brought in an inconvenient forum.


 


Section
13.08. No Adverse Interpretation of Other Agreements.


 


Neither this Indenture nor
the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other
Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.


 


Section
13.09. Successors.


 


All agreements of the Company
in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.


 






    - 117 -


     


    

 


Section
13.10. Force Majeure.


 


The Trustee, the Collateral
Agent and each Note Agent will not incur any liability for not performing or for any delay in performing any act or fulfilling any duty,
obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its control (including, without limitation,
any act or provision of any present or future law or regulation or governmental authority, act of God, earthquakes, fires, floods, sabotage,
epidemics, pandemics, riots, interruptions loss or malfunction of utilities, computer (hardware or software) or communications service,
accidents, acts of war, civil or military unrest, labor disputes, acts of civil or military authority or governmental actions, local or
national disturbance or disaster, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility).


 


Section
13.11. U.S.A. PATRIOT Act.


 


The Company acknowledges that,
in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, 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 Company agrees to provide the Trustee with such information as it
may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.


 


Section
13.12. Calculations.


 


Except as otherwise provided
in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the Notes, including
determinations of the Last Reported Sale Price, Cash Interest, PIK Interest, the Redemption Principal Amount, the Redemption Price and
accrued interest on the Notes and the Conversion Rate. None of the Trustee, the Paying Agent, the Registrar nor the Conversion Agent will
have any liability or responsibility for any calculation under this Indenture or in connection with the Notes, any information used in
connection with such calculation or any determination made in connection with a conversion. For the avoidance of doubt, the Trustee will
not be obligated to make or confirm any calculations called for under this Indenture or the Notes.


 


The Company will make all
calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide
a schedule of its calculations in writing to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent may
rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee will promptly forward
a copy of each such schedule to a Holder upon its written request therefor.


 


Section
13.13. Severability; Entire Agreement.


 


If a court of competent
jurisdiction declares any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality
and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.
This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction
and supersede all prior agreements and understandings, written or oral.


 






    - 118 -


     


    

 


Section
13.14. Counterparts.


 


The parties may sign any number
of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of
an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective
as delivery of a manually executed counterpart.


 


Section
13.15. Table of Contents, Headings, Etc.


 


The table of contents and
the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered
a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.


 


Section
13.16. Withholding Taxes.


 


Each Holder of a Note agrees,
and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to agree, that, if a Holder
is deemed to have received a distribution subject to federal income tax as a result of an adjustment or the non-occurrence of an adjustment
to the Conversion Rate, (A) then the Company or other applicable withholding agent, as applicable, may, at its option, withhold or set
off any applicable withholding taxes or backup withholding on behalf of such Holder or beneficial owner against interest and payments
upon conversion, repurchase, redemption or maturity of the Notes, and (B) if the Company or other applicable withholding agent pays any
such withholding taxes or backup withholding on behalf of such Holder or beneficial owner, then the Company or such withholding agent,
as applicable, may, at its option, withhold from or set off such payments against payments of cash or the delivery of other Conversion
Consideration on such Note, any payments on the Ordinary Shares or sales proceeds received by, or other funds or assets of, such Holder
or the beneficial owner of such Note. Any withholding tax described in this Section 13.16 is subject to the provisions of Section 3.14.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 






    - 119 -


     


    

 


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


 


	 	Vertical Aerospace Ltd.
	 		 
	 	By:	 
	 		Name:
	 		Title:



 


	 	U.S. Bank National Association, as Trustee 
	 	 	 
	 	By:	 
	 		Name:
	 		Title:



 


[Signature Page to Indenture]


 






      


     


    

 



 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global
Note Legend, if applicable]


 


[Insert Restricted
Note Legend, if applicable]


 


[Insert Non-Affiliate
Legend]


 


Vertical Aerospace
Ltd.


 


7.00% / 9.00%
Convertible Senior Secured PIK Toggle Note due 2026


 


	Common Code No.: [___]	Certificate No. [___]




ISIN No.:         [___]


 


Vertical Aerospace
Ltd., a Cayman Islands exempted company, for value received, promises to pay to , or its registered assigns, the principal
sum of [___] dollars (US$[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note and as increased by
PIK Interest on the books and records of the Registrar pursuant to the Indenture)]1
on [ · ], 2026 and to pay interest thereon, as provided in
the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.


 


Interest
Payment Dates: [ · ] and [ · ]
of each year, commencing on [ · ].


 


Regular
Record Dates: [ · ], or if such day is not a Business Day, 1 Business Day
immediately preceding [ · ] and [ · ]
or if such day is not a Business Day, 1 Business Day immediately preceding [ · ].


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


[The Remainder
of This Page Intentionally Left Blank; Signature Page Follows]


 





 



 


1 Insert
bracketed language for Global Notes only.


 









    A-1


     


    

 


       IN
WITNESS WHEREOF, Vertical Aerospace Ltd. has caused this instrument to be duly executed as of the date set forth below.


 


	 	 	Vertical
    Aerospace Ltd.
	 	 	 
	Date:	                                            	 	By:	                                                
	 	 	 	Name:
	 	 	 	Title:






 









    A-2


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


U.S. Bank National
Association, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:	 	 	By:	 
	 	 	Authorized
    Signatory




 






    A-3


     


    

 





Vertical Aerospace
Ltd.


 


7.00% / 9.00%
Convertible Senior Secured PIK Toggle Note due 2026


 


This
Note is one of a duly authorized issue of notes of Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”),
designated as its 7.00% / 9.00% Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”), all issued or
to be issued pursuant to an indenture, dated as of [ · ] (as the same may
be amended from time to time, the “Indenture”), between the Company and U.S. Bank National Association, as trustee.
Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.


 


The
Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding
anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture,
the provisions of the Indenture will control.


 


1.                 
Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated
Interest on this Note will begin to accrue from, and including, [date].


 


Stated
Interest will accrue as Cash Interest or PIK Interest in accordance with Section 2.05(A).


 


2.                 
Maturity. This Note will mature on [ · ], 2026, unless earlier
repurchased, redeemed or converted.


 


3.                 
Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture.
PIK Interest will be paid in the manner set forth in Section 2.05(B) of the Indenture.


 


4.                 
Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.                 
Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal
to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by
presenting it to the Registrar and delivering any required documentation or other materials.


 


6.                 
Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs,
then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized
Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.


 


7.                 
Right of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and
subject to the terms, set forth in Section 4.03 of the Indenture.


 






    A-4


     


    

 


8.                 
Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the
terms, set forth in Article 5 of the Indenture.


 


9.                 
When the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability
to be a party to a Business Combination Event.


 


10.             
Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest
on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and
subject to the terms, set forth in Article 7 of the Indenture.


 


11.             
Registration Rights. The Holder of this Note is entitled to registration rights as set forth in the Subscription Agreement.


 


12.             
Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or
waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05
and Article 8 of the Indenture.


 


13.             
No Personal Liability of Directors, Officers, Employees and Shareholders. No past, present or future director, officer,
employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture
or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each
Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.


 


14.             
Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated
only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication
of such Note.


 


15.             
Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in
common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian),
and U/G/M/A (Uniform Gift to Minors Act).


 


16.             
Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 






    A-5


     


    

 





       To
request a copy of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following
address:


 


Vertical Aerospace
Ltd.


140-142 Kensington
Church Street


London, W8 4BN


United Kingdom





 






    A-6


     


    

 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE1


 


INITIAL PRINCIPAL
AMOUNT OF THIS GLOBAL NOTE: US$[___]


 


The following exchanges,
transfers or cancellations of this Global Note have been made:


 


	Date
	 	Amount of
    Increase

    (Decrease) in 

    Principal Amount of

    this Global Note
	 	Principal
    Amount of 

    this Global Note

    After Such Increase

    (Decrease)
	 	Signature
    of

    Authorized 

    Signatory of Trustee 

    or Common

    

    Depositary


	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 










 



 


1
Insert for Global Notes only.


 









    A-7


     


    

 


NOTICE OF CONVERSION


 


Vertical Aerospace
Ltd.


 


7.00% / 9.00% Convertible
Senior Secured PIK Toggle Note due 2026


 


Subject to the
terms of the Indenture, by executing and delivering this Notice of Conversion, the undersigned Holder of the Note identified below directs
the Company to convert (check one):


 


		 ̈	the
                                            entire principal amount of



 


		 ̈	US$                     2
                                            aggregate principal amount of



 


the Note identified
by ISIN No.                      
and Certificate No.                      .


 


The undersigned
acknowledges that if the Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment
Date, then such Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to
the interest that would have accrued on such Note to, but excluding, such Interest Payment Date.


 


	Date:	 	 	 
	 	 	(Legal
    Name of Holder)



 


	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 





 



 2
Must be an Authorized Denomination.


 






    A-8


     


    

 





FUNDAMENTAL CHANGE
REPURCHASE NOTICE


 


Vertical Aerospace
Ltd.


 


7.00% / 9.00% Convertible
Senior Secured PIK Toggle Note due 2026


 


Subject to the
terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified
below is exercising its Fundamental Change Repurchase Right with respect to (check one):


 


		 ̈	the
                                            entire principal amount of



 


		 ̈	US$                     1
                                            aggregate principal amount of



 


the Note identified
by ISIN No.                      
and Certificate No.                      .


 


The undersigned
acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase
Price will be paid.


 


	Date:	 	 	 
	 	 	(Legal Name of Holder)




 


	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 





 



 


1 Must
be an Authorized Denomination.


 






    A-9


     


    

 





ASSIGNMENT FORM


 


Vertical Aerospace
Ltd.


 


7.00% / 9.00% Convertible
Senior Secured PIK Toggle Note due 2026


 


Subject to the
terms of the Indenture, the undersigned Holder of the within Note assigns to:


 


	Name:	



 


	Address:	



 


Social
security or


tax
identification


	number:	



 


the within Note
and all rights thereunder irrevocably appoints:


 


as agent to transfer
the within Note on the books of the Company. The agent may substitute another to act for him/her.


 


	Date:	 	 	 
	 	 	(Legal Name of Holder)




 


	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 






    A-10


     


    

 



 


TRANSFEROR ACKNOWLEDGMENT


 


If the within Note bears a Restricted Note Legend,
the undersigned further certifies that (check one):


 


	1.	 ̈	Such Transfer is being made to the Company
                                            or a Subsidiary of the Company.



 


	2.	 ̈	Such Transfer is being made pursuant to, and
                                            in accordance with, a registration statement that is effective under the Securities Act at
                                            the time of the Transfer.



 


	3.	 ̈	Such Transfer is being made pursuant to offers
                                            and sales to non-U.S. persons that occur outside the United States within the meaning of
                                            Regulation S under the Securities Act).



 


	4.	 ̈	Such Transfer is being made pursuant to, and
                                            in accordance with, any other available exemption from the registration requirements of the
                                            Securities Act (including, if available, the exemption provided by Rule 144 under the Securities
                                            Act).



 


If item 4 is checked and such transfer
is being made pursuant to a privately negotiated transaction exempt from the registration requirement under the Securities Act of 1933
to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” as defined in rule 501(a)(1),
(2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act, the transferee must complete and execute the acknowledgment
on the next page.


 


	Dated:	 	 
	 	 
	 	 
	 	 
	(Legal Name
    of Holder)	 



 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Signature Guaranteed:
	 	 
	 	 
	(Participant
    in a Recognized Signature	 
	Guarantee Medallion
    Program)	 



 






    A-11 


     


    

 


	By:	                  	 
	 	Authorized Signatory	 




 






    A-12 


     


    

 


TRANSFEREE ACKNOWLEDGMENT


 


The undersigned represents that it is purchasing
the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment discretion,
and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act or an “accredited investor” as defined in rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation
D. The undersigned acknowledges that the transferor is relying, in transferring the within Note pursuant to a privately negotiated transaction
exempt from the registration requirement under the Securities Act of 1933, as amended, and that the undersigned has received such information
regarding the Company as the undersigned has requested pursuant to section 3.03 of the Indenture.


 





	Dated:	 	 
	 	 
	 	 
	 	 
	(Name of Transferee)	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 






    A-13 


     


    

 


EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


THE OFFER AND SALE OF THIS NOTE AND ORDINARY
SHARES ISSUABLE UPON CONVERSION OF THIS NOTE (IF ANY) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THIS NOTE AND SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR THEREOF OR OF A BENEFICIAL INTEREST HEREIN OR THEREIN, THE ACQUIRER THE ACQUIRER AGREES FOR THE
BENEFIT OF VERTICAL AEROSPACE GROUP LTD. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
NOTE AND THE SHARES OF [CLASS A ORDINARY SHARES] ISSUABLE UPON CONVERSION OF THIS NOTE (IF ANY) OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


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



 


(C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; OR


 


(D) PURSUANT TO ANY OTHER EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH (D) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR (1) SHALL RECEIVE THE TRANSFEROR ACKNOWLEDGMENT AND TRANSFEREE
ACKNOWLEDGMENT AND (2) RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY
REASONABLY REQUIRE IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.


 


THIS NOTE AND THE ORDINARY SHARES, ISSUABLE UPON
CONVERSION OF THIS NOTE SHALL BE ENTITLED TO THE BENEFITS OF THAT CERTAIN SUBSCRIPTION AGREEMENT, DATED [ ● ], 2021,
AMONG VERTICAL AEROSPACE LTD. AND THE SUBSCRIBER (AS DEFINED IN THE INDENTURE, DATED AS OF [ ● ], 2021 BETWEEN THE COMPANY
AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE).


 






    B1-1 


     


    

 


EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


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


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE COMMON DEPOSITARY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE
2 OF THE INDENTURE HEREINAFTER REFERRED TO.


 


THIS GLOBAL NOTE AND ANY RELATED
DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
TRANSFERS OF THIS GLOBAL NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES
RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS GLOBAL NOTE SHALL BE DEEMED, BY THE
ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.


 






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EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


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


 






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Exhibit C


 


FORM OF
SUPPLEMENTAL INDENTURE


 


TO BE
DELIVERED BY SUBSEQUENT GUARANTORS


 


[              ] Supplemental
Indenture (this “Supplemental Indenture”), dated as ofamong [ ● ] (the “Company”),                      
 (the “Guaranteeing Subsidiary”), a subsidiary of the Company, and U.S. Bank National Association, as trustee
(the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (as amended, modified or supplemented from time to time, the “Indenture”),
dated as of [ ● ], providing for the issuance of an unlimited aggregate principal amount of 7.00% / 9.00% Convertible
Senior Secured PIK Toggle Notes due 2026 (the “Notes”);


 


WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiary may execute and deliver to the Trustee a supplemental indenture pursuant
to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture
on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to Section
8.01(B) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant
and agree for the equal and ratable benefit of the Holders as follows:


 


Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


Agreement
to Guarantee. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the
Indenture applicable to Guarantors, including Article 9 thereof.


 


Execution and
Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Guarantee on the Notes.


 


Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






    C-1 


     


    

 


Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile or PDF
transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes. Signatures of the parties hereto transmitted by
facsimile, PDF or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000,
e.g., www.docusign.com) will constitute effective execution and delivery of this Supplemental Indenture as to the other parties hereto
will be deemed to be their original signatures for all purposes. The Company agrees to assume all risks arising out of the use of digital
signatures and electronic methods to submit communications to Trustee, including, without limitation, the risk of the Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties.


 


Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction hereof.


 


The Trustee. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.


 


Ratification of
Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.


 


Representations
and Warranties by Guaranteeing Subsidiary. The Guaranteeing Subsidiary hereby represents and warrants to the Trustee that this Supplemental
Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms and the terms of the Indenture.


 


[Signature pages follow]


 






    C-2 


     


    

 


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


 


	 	[ ● ]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	[GUARANTEEING SUBSIDIARY]
	 	 	 
	 	By:	                              
	 	Name:
	 	Title:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title: