Exhibit 4.1


 


EXECUTED VERSION


 





 






 


PORCH GROUP, INC.


 




AND


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of September 16, 2021


 


0.75% Convertible Senior Notes due 2026


 





 






 






     


     


    

 


TABLE OF CONTENTS





 






 





	 	Page
	Article 1	 
	Definitions	 
	Section 1.01.
    Definitions	1
	Section 1.02.
    References to Interest	12
	Article 2	 
	Issue,
    Description, Execution, Registration and Exchange of Notes	 
	Section 2.01.
    Designation and Amount	13
	Section 2.02.
    Form of Notes	13
	Section 2.03.
    Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	Section 2.04.
    Execution, Authentication and Delivery of Notes	15
	Section 2.05.
    Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	15
	Section 2.06.
    Mutilated, Destroyed, Lost or Stolen Notes	21
	Section 2.07.
    Temporary Notes	22
	Section 2.08.
    Cancellation of Notes Paid, Converted, Etc	22
	Section 2.09.
    CUSIP Numbers	23
	Section 2.10.
    Additional Notes; Repurchases	23
	Article 3	 
	Satisfaction
    and Discharge	 
	Section 3.01.
    Satisfaction and Discharge	23
	Article 4	 
	Particular
    Covenants of the Company	 
	Section 4.01.
    Payment of Principal and Interest	24
	Section 4.02.
    Maintenance of Office or Agency	24
	Section 4.03.
    Appointments to Fill Vacancies in Trustee’s Office	24
	Section 4.04.
    Provisions as to Paying Agent	24
	Section 4.05.
    Existence	26
	Section 4.06.
    Rule 144A Information Requirement and Annual Reports	26
	Section 4.07.
    Stay, Extension and Usury Laws	27
	Section 4.08.
    Compliance Certificate; Statements as to Defaults	28
	Section 4.09.
    Further Instruments and Acts	28
	Article 5	 
	Lists
    of Holders and Reports by the Company and the Trustee	 
	Section 5.01.
    Lists of Holders	28
	Section 5.02.
    Preservation and Disclosure of Lists	28
	Article 6	 
	Defaults
    and Remedies	 
	Section 6.01.
    Events of Default	28
	Section 6.02.
    Acceleration; Rescission and Annulment	30
	Section 6.03.
    Additional Interest	31
	Section 6.04.
    Payments of Notes on Default; Suit Therefor	31



 






    i 


     


    

 


	Section 6.05.
    Application of Monies Collected by Trustee	33
	Section 6.06.
    Proceedings by Holders	34
	Section 6.07.
    Proceedings by Trustee	35
	Section 6.08.
    Remedies Cumulative and Continuing	35
	Section 6.09.
    Direction of Proceedings and Waiver of Defaults by Majority of Holders	35
	Section 6.10.
    Notice of Defaults	36
	Section 6.11.
    Undertaking to Pay Costs	36
	Article 7	 
	Concerning
    the Trustee	 
	Section 7.01.
    Duties and Responsibilities of Trustee	36
	Section 7.02.
    Reliance on Documents, Opinions, Etc	38
	Section 7.03.
    No Responsibility for Recitals, Etc	39
	Section 7.04.
    Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	39
	Section 7.05.
    Monies and Shares of Common Stock to Be Held in Trust	39
	Section 7.06.
    Compensation and Expenses of Trustee	40
	Section 7.07.
    Officers’ Certificate as Evidence	40
	Section 7.08.
    Eligibility of Trustee	40
	Section 7.09.
    Resignation or Removal of Trustee	41
	Section 7.10.
    Acceptance by Successor Trustee	42
	Section 7.11.
    Succession by Merger, Etc	42
	Section 7.12.
    Trustee’s Application for Instructions from the Company	43
	Article 8	 
	Concerning
    the Holders	 
	Section 8.01.
    Action by Holders	43
	Section 8.02.
    Proof of Execution by Holders	43
	Section 8.03.
    Who Are Deemed Absolute Owners	44
	Section 8.04.
    Company-Owned Notes Disregarded	44
	Section 8.05.
    Revocation of Consents; Future Holders Bound	44
	Article 9	 
	Holders’
    Meetings	 
	Section 9.01.
    Purpose of Meetings	45
	Section 9.02.
    Call of Meetings by Trustee	45
	Section 9.03.
    Call of Meetings by Company or Holders	45
	Section 9.04.
    Qualifications for Voting	46
	Section 9.05.
    Regulations	46
	Section 9.06.
    Voting	46
	Section 9.07.
    No Delay of Rights by Meeting	47
	Article 10	 
	Supplemental
    Indentures	 
	Section 10.01.
    Supplemental Indentures Without Consent of Holders	47
	Section 10.02.
    Supplemental Indentures with Consent of Holders	48
	Section 10.03.
    Effect of Supplemental Indentures	49
	Section 10.04.
    Notation on Notes	49
	Section 10.05.
    Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	49



 






    ii 


     


    

 


	Article 11	 
	Consolidation,
    Merger, Sale, Conveyance and Lease	 
	Section 11.01.
    Company May Consolidate, Etc. on Certain Terms	49
	Section 11.02.
    Successor Corporation to Be Substituted	50
	Section 11.03.
    Opinion of Counsel to Be Given to Trustee	51
	Article 12	 
	Immunity
    of Incorporators, Stockholders, Officers and Directors	 
	Section 12.01.
    Indenture and Notes Solely Corporate Obligations	51
	Article 13	 
	[Intentionally
    Omitted]	 
	Article 14	 
	Conversion
    of Notes	 
	Section 14.01.
    Conversion Privilege	51
	Section 14.02.
    Conversion Procedure; Settlement Upon Conversion.	54
	Section 14.03.
    Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption
    Notice	59
	Section 14.04.
    Adjustment of Conversion Rate	61
	Section 14.05.
    Adjustments of Prices	69
	Section 14.06.
    Shares to Be Fully Paid	70
	Section 14.07.
    Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	70
	Section 14.08.
    Certain Covenants	72
	Section 14.09.
    Responsibility of Trustee	72
	Section 14.10.
    Notice to Holders Prior to Certain Actions	73
	Section 14.11.
    Stockholder Rights Plans	73
	Article 15	 
	Repurchase
    of Notes at Option of Holders	 
	Section 15.01.
    [Intentionally Omitted]	74
	Section 15.02.
    Repurchase at Option of Holders Upon a Fundamental Change	74
	Section 15.03.
    Withdrawal of Fundamental Change Repurchase Notice	76
	Section 15.04.
    Deposit of Fundamental Change Repurchase Price	77
	Section 15.05.
    Covenant to Comply with Applicable Laws Upon Repurchase of Notes	78
	Article 16	 
	Optional
    Redemption	 
	Section 16.01.
    Optional Redemption	78
	Section 16.02.
    Notice of Optional Redemption; Selection of Notes	78
	Section 16.03.
    Payment of Notes Called for Redemption	80
	Section 16.04.
    Restrictions on Redemption	80
	Article 17	 
	Miscellaneous
    Provisions	 
	Section 17.01.
    Provisions Binding on Company’s Successors	80
	Section 17.02.
    Official Acts by Successor Corporation	80
	Section 17.03.
    Addresses for Notices, Etc	81
	Section 17.04.
    Governing Law; Jurisdiction	81
	Section 17.05.
    Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	82



 






    iii 


     


    

 


	Section 17.06.
    Legal Holidays	82
	Section 17.07.
    No Security Interest Created	82
	Section 17.08.
    Benefits of Indenture	82
	Section 17.09.
    Table of Contents, Headings, Etc	83
	Section 17.10.
    Authenticating Agent	83
	Section 17.11.
    Execution in Counterparts	84
	Section 17.12.
    Severability	84
	Section 17.13.
    Waiver of Jury Trial	84
	Section 17.14.
    Force Majeure	84
	Section 17.15.
    Calculations	85
	Section 17.16.
    USA PATRIOT Act	85



 


	EXHIBIT
	Exhibit A	Form of Note	A-1



 






    iv 


     


    

 


INDENTURE dated as of September 16, 2021
between PORCH GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01)
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth
in ‎Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its 0.75% Convertible Senior Notes due 2026 (the “Notes”), initially in
an aggregate principal amount not to exceed $425,000,000, and in order to provide the terms and conditions upon which the Notes are to
be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article 1

Definitions


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 2	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at
the date hereof is located at U.S. Bank National Association, Global
Corporate Trust Services EP-MN-WS3C, 60 Livingston Avenue, St. Paul, MN 55107, Attention: Corporate Trust Administrator for Porch
Group, Inc., 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).


 


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


 


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


 


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


 






    	 	 3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 5	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 6	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity Date” means September 15,
2026.


 


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


 


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


 


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


 


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


 






    	 	 7	 



     


    

 


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


 


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


 


“Observation Period” with respect
to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to June 15,
2026, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion
Date; (ii) if the relevant Conversion Date occurs on or after the date of the Company’s issuance of a Redemption Notice with
respect to the Notes pursuant to ‎Section 16.02 and prior to the relevant Redemption Date, the 40 consecutive Trading Days beginning
on, and including, the 41st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject to clause (ii),
if the relevant Conversion Date occurs on or after June 15, 2026, the 40 consecutive Trading Days beginning on, and including, the
41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum” means
the preliminary offering memorandum dated September 13, 2021, as supplemented by the related pricing term sheet dated September 13,
2021, relating to the offering and sale of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 8	 



     


    

 


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


 


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


 


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


 


(e)            Notes
redeemed pursuant to ‎Article 16; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 10	 



     


    


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 11	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01. Designation and Amount.
The Notes shall be designated as the “0.75% Convertible Senior Notes due 2026.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is initially limited to $425,000,000, subject to ‎Section 2.10 and except
for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly
permitted hereunder.


 



 






    	 	 12	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 	 13	 



     


    

 


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


 


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


 


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


 






    	 	 14	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 15	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 16	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 17	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 18	 



     


    

 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


Article 3

Satisfaction and Discharge


 


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


 






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Article 4

Particular Covenants of the Company


 


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


 


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


 


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


 


The Company hereby initially designates the Trustee
as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the Borough
of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment
or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(b)            The
Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding
any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission,
and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the Company
files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at
the time such documents are filed via the EDGAR system.


 


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


 


(d)            If,
at any time after the date that is six months after the last date of original issuance of the Notes, the Company has failed to file any
report or other materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act, as applicable, during the preceding 12 months (after giving effect to all applicable grace periods thereunder and other than Current
Reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s
Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result
of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest
on the Notes. Such Additional Interest shall accrue on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes
outstanding for each day on which the Company’s failure to file as described above has occurred and is continuing or the Notes are
not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the
Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities
laws or the terms of this Indenture or the Notes). As used in this Section 4.06(d), reports or other materials that the Company is
required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include reports
or materials that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 






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(e)            [Reserved.]


 


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


 


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


 


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


 


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


 






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Section 4.08.
Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Company (beginning with the fiscal year ending on December 31, 2021) an Officers’ Certificate stating whether
the signers thereof have knowledge of any Default that occurred during the previous years and, if so, specifying each such failure
and the nature thereof.


 


In addition, the Company shall deliver to the Trustee
within 30 days after the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such
Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.


 


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


 


Article 5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01. Lists of Holders. The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after
each March 1 and September 1 in each year beginning with March 1, 2022, and at such other times as the Trustee may request
in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request
in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably
request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished
so long as the Trustee is acting as Note Registrar.


 


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


 


Article 6

Defaults and Remedies


 


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


 


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


 






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


 


(c)            failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right;


 


(d)            failure
by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section 15.02(c), notice of a Make-Whole Fundamental
Change in accordance with ‎Section 14.03(b) or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or
14.01(b)(iii), in each case when due;


 


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


 


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


 


(g)            default
by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding,
or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent)
in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting
in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of
any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;


 


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


 


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


 






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


 


Section 6.02. Acceleration; Rescission
and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other
than an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company or
any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with ‎Section 8.04,
by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders,
shall) declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon
any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture
or in the Notes to the contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with
respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid
interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 


First,
to the payment of all amounts due the Trustee under ‎Section 7.06;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended, and
being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more
Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
(except as otherwise provided herein). For the protection and enforcement of this ‎Section 6.06, each and every Holder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


 


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


 






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


 


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


 


Section 6.09. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time
outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes;
provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture,
and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee
may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the
Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined
in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default
hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including
any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions
of ‎Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion
of the Notes or (iii) a default in respect of a covenant or provision hereof which under ‎Article 10 cannot be modified
or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been
waived as permitted by this ‎Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture
be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon.


 






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


 


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


 


Article 7

Concerning the Trustee


 


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


 






    	 	 36	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(c)          The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with ‎Section 8.04,
may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within
ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder,
upon the terms and conditions and otherwise as in ‎Section 7.09(a) provided, may petition any court of competent jurisdiction
for an appointment of a successor trustee.


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


Article 8

Concerning the Holders


 


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


 


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


 






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


 


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


 


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


 






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Article 9

Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


Article 10

Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)            to
secure the Notes;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)            change
the ranking of the Notes; or


 


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


 


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


 






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


 


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


 


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


 


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


 


Article 11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


Article 12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


Article 13

[Intentionally Omitted]


 


Article 14

Conversion of Notes


 


Section 14.01. Conversion Privilege.
(a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right,
at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral
multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time
prior to the close of business on the Business Day immediately preceding June 15, 2026 under the circumstances and during the periods
set forth in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after
June 15, 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in
each case, at an initial conversion rate of 39.9956 shares of Common Stock (subject to adjustment as provided in this ‎Article 14,
the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions
of ‎Section 14.02, the “Conversion Obligation”).


 






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(b)          (i) Prior
to the close of business on the Business Day immediately preceding June 15, 2026, a Holder may surrender all or any portion of its
Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes
in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last
Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices
shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth
in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent
nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact
information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per
$1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make
such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price
per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000
principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock
on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if
other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading
Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price
per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock
and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation
Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if
the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the
Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding
sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price
condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the
Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount
of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for
such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).


 


(ii)           If,
prior to the close of business on the Business Day immediately preceding June 15, 2026, the Company elects to:


 


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


 






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


 


then, in either case, the Company shall notify all Holders of the Notes,
the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”)
(x) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution or (y) at least 15 Scheduled
Trading Days prior to the Ex-Dividend Date for such issuance or distribution (provided that, if the Company provides the Certain
Distributions Notification in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding
anything to the contrary in Section 14.02 or any other provision of this Indenture, the Company shall be required to settle all conversions
of Notes with a Conversion Date occurring during the period from, and including, the date of such Certain Distributions Notification to,
and including, the Record Date for such issuance or distribution (or the date of the Company’s announcement that such issuance or
distribution will not take place) using Physical Settlement, and the Company shall so notify the Holders of such required Settlement Method
in such Certain Distributions Notification). Once the Company has delivered the Certain Distributions Notification, a Holder may surrender
all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution
will not take place, in each case, even if the Notes are not otherwise convertible at such time.


 


(iii)          If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business
on the Business Day immediately preceding June 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase
the Notes pursuant to ‎Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer
or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately preceding
June 15, 2026, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or
any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 25 Scheduled Trading
Days prior to the anticipated effective date of the transaction (or, if later, the earlier of (x) the Business Day after the Company
gives notice of such transaction and (y) the actual effective date of such transaction) until 35 Trading Days after the actual effective
date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase
Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) as promptly as practicable
following the date the Company publicly announces such transaction but in no event less than 25 Scheduled Trading Days prior to the anticipated
effective date of such transaction or (y) if the Company does not have knowledge of such transaction at least 25 Scheduled Trading
Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives
notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction.


 






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(iv)          Prior
to the close of business on the Business Day immediately preceding June 15, 2026, a Holder may surrender all or any portion of its
Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and
only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive)
during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar
quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning
of each calendar quarter commencing after December 31, 2021 whether the Notes may be surrendered for conversion in accordance with
this clause ‎(iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes
become convertible in accordance with this clause (iv).


 


(v)           If
the Company calls any or all of the Notes for redemption pursuant to ‎Article 16 prior to the close of business on the Business
Day immediately preceding June 15, 2026, then a Holder may surrender all or any portion of its Notes for conversion at any time prior
to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at
such time. After that time, the right to convert on account of the delivery of such Redemption Notice shall expire, unless the Company
defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price has
been paid or duly provided for.


 


Section 14.02. Conversion Procedure; Settlement
Upon Conversion.


 


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


 


(i)         All
conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the
Notes and prior to the related Redemption Date, and all conversions for which the relevant Conversion Date occurs on or after June 15,
2026 shall be settled using the same Settlement Method.


 


(ii)         Except
for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect
to the Notes but prior to the related Redemption Date, and any conversions for which the relevant Conversion Date occurs on or after June 15,
2026, the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have
any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates.


 






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(iii)         If,
in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses, as the case
may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect
of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to
converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the
case of any conversions for which the relevant Conversion Date occurs (x) after the date of issuance of a Redemption Notice with
respect to the Notes and prior to the related Redemption Date, in such Redemption Notice, or (y) on or after June 15, 2026,
no later than June 15, 2026). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately
preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be
deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal
amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election
of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes.
If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate
a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal
amount of Notes shall be deemed to be $1,000.


 


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


 


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


 


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


 


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


 






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


 


(vi)            By
notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, prior to June 15, 2026, at
its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement Method that the Company
is then permitted to elect for all Conversion Dates occurring subsequent to delivery of such notice. Concurrently with providing notice
to all Holders, the Trustee and the Conversion Agent (if other than the Trustee) of an election to irrevocably fix the Settlement Method,
the Company shall promptly file with or furnish to the Commission a Current Report on Form 8-K disclosing, issue a press release
announcing or post on the Company’s website an announcement, that the Company has elected to irrevocably fix the Settlement Method
(and describing such Settlement Method). Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method
theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 14.02. For the avoidance of doubt,
such an irrevocable election, if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to
Section 10.01(g). However, the Company may nonetheless choose to execute such an amendment at its option.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






    	 	 58	 



     


    

 


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


 


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


 






    	 	 59	 



     


    

 


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


 







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


 


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


 


 


	 	 	Stock Price	 
	Effective Date	 	$	18.87	 	$	21.00	 	$	23.00	 	$	25.00	 	$	27.00	 	$	29.00	 	$	32.50	 	$	40.00	 	$	50.00	 	$	75.00	 	$	100.00	 	$	125.00	 	$	150.00	 
	September 16, 2021	 	 	12.9985	 	 	10.5710	 	 	8.8057	 	 	7.4040	 	 	6.2800	 	 	5.3648	 	 	4.1351	 	 	2.4943	 	 	1.3752	 	 	0.3780	 	 	0.1035	 	 	0.0196	 	 	0.0000	 
	September 15, 2022	 	 	12.9985	 	 	10.4238	 	 	8.5448	 	 	7.0696	 	 	5.9019	 	 	4.9628	 	 	3.7234	 	 	2.1258	 	 	1.0962	 	 	0.2573	 	 	0.0547	 	 	0.0030	 	 	0.0000	 
	September 15, 2023	 	 	12.9985	 	 	10.1548	 	 	8.1378	 	 	6.5797	 	 	5.3670	 	 	4.4100	 	 	3.1788	 	 	1.6725	 	 	0.7812	 	 	0.1451	 	 	0.0185	 	 	0.0000	 	 	0.0000	 
	September 15, 2024	 	 	12.9985	 	 	9.7352	 	 	7.5243	 	 	5.8573	 	 	4.5959	 	 	3.6307	 	 	2.4443	 	 	1.1200	 	 	0.4464	 	 	0.0585	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	September 15, 2025	 	 	12.9985	 	 	8.9243	 	 	6.3948	 	 	4.5763	 	 	3.2852	 	 	2.3686	 	 	1.3618	 	 	0.4638	 	 	0.1408	 	 	0.0107	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	September 15, 2026	 	 	12.9985	 	 	7.6233	 	 	3.4826	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 






 


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


 


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


 


(ii)            if
the Stock Price is greater than $150.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and


 


(iii)            if
the Stock Price is less than $18.87 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings
of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 






    	 	 60	 



     


    

 


Notwithstanding the foregoing, in no event shall the Conversion Rate
per $1,000 principal amount of Notes exceed 52.9941 shares of Common Stock, subject to adjustment in the same manner as the Conversion
Rate pursuant to ‎Section 14.04.


 


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


 


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


 


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


 





 


where,


 


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



 


	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;





 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such
                                                                                         Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, split or combination); and



 


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



 


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


 






    	 	 61	 



     


    

 


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


 





 


where,


 


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



 


	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;



 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such
                                                 Ex-Dividend Date;



 


	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and



 


	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by
the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.



 


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


 






    	 	 62	 



     


    

 


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


 


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


 





 


where,


 


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



 


	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;



 


	SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day
                                                                                 period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and



 


	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of
the Common Stock on the Ex-Dividend Date for such distribution.



 






    	 	 63	 



     


    

 


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


 


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


 





 


where,


 


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



 


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



 


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



 


	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.



 


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


 






    	 	 64	 



     


    

 


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


 


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


 


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


 


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


 






    	 	 65	 



     


    

 


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


 


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


 


 


where,


 


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



 


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





 


	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the
                                                                                Ex-Dividend Date for such dividend or distribution; and



 


	C	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.





 


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


 






    	 	 66	 



     


    

 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day
                                                                                immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;



 


	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the
Trading Day next succeeding the date such tender or exchange offer expires;



 


	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common
Stock purchased in such tender or exchange offer;



 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or
                                                                                exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in
                                                                                such tender or exchange offer);



 


	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect
to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and



 


	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,
the Trading Day next succeeding the date such tender or exchange offer expires.



 


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


 






    	 	 67	 



     


    

 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(a)            In
the case of:


 


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


 


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


 


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


 


(iv)            any
statutory share exchange,


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


(b)            Merger
Event; or


 


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


 


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


 


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


 


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


 






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


 


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


 


Article 15

Repurchase of Notes at Option of Holders


 


Section 15.01.
[Intentionally Omitted]


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)            the
events causing the Fundamental Change;


 






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(ii)            the
date of the Fundamental Change;


 


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


 


(iv)           the
Fundamental Change Repurchase Price;


 


(v)            the
Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Article 16

Optional Redemption


 


Section 16.01.
Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to September 20,
2024. On or after September 20, 2024, the Company may redeem (an “Optional Redemption”) for cash all or any portion
of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price
then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the
last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides
the Redemption Notice in accordance with ‎Section 16.02.


 


Section 16.02.
Notice of Optional Redemption; Selection of Notes. (a)  In case the Company exercises its Optional Redemption right to redeem
all or, as the case may be, any portion of the Notes pursuant to ‎Section 16.01, it shall fix a date for redemption (each, a
 “Redemption Date”) and it or, at its written request received by the Trustee not less than 45 Scheduled Trading Days
prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at
the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”)
not less than 50 nor more than 70 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a
whole or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of
the Redemption Date to the Trustee. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date that
falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. The Company shall not, and the Company shall
not be permitted to, send a Redemption Notice so long as, as of the date of the Redemption Notice, the Company shall have failed to file
all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that it was required to file such reports and materials), after giving effect to all
applicable grace periods thereunder and other than Current Reports on Form 8-K.


 






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


 


(c)            Each
Redemption Notice shall specify:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A Redemption Notice
shall be irrevocable.


 


(d)            If
fewer than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of a Global Note or
the Notes in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis
or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption is submitted for conversion
in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the
portion selected for redemption.


 






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


 


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


 


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


 


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


 


Article 17

Miscellaneous Provisions


 


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


 


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


 






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Section 17.03.
Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given
or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address
is filed by the Company with the Trustee) to Porch Group, Inc., 2200 1st Avenue South, Suite 300,
Seattle, WA 98134, Attention: General Counsel and Secretary, email: legal@porch.com, with a copy (which shall not constitute notice)
to Sidley Austin LLP, One South Dearborn, Chicago, IL 60603, Attention: Michael P. Heinz, email: mheinz@sidley.com. Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate
Trust Office.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 81	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 82	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 83	 



     


    

 


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


 


	 	 
	as Authenticating Agent, certifies
    that this is one of the Notes described
 in the within-named Indenture.	 




 


	By:	 	 
	Authorized Officer	 




 





Section 17.11.
Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed
in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic
form. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, including, without
limitation, DocuSign and AdobeSign) or other transmission method or electronic format (including, without limitation, “pdf,”
 “tif” or “jpg”) and any counterpart so delivered shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to
the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, and any other
applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


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


 


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


 


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


 






    	 	 84	 



     


    

 


Section 17.15.
Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under
the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the
Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate
of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations
shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the
Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s
calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon
the request of that Holder at the sole cost and expense of the Company.


 


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


 


[Remainder of
page intentionally left blank]


 






    	 	 85	 



     


    






 


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


 


	 	PORCH GROUP, INC.
	 	 
	 	By:	/s/ Matthew Ehrlichman
	 	 	Name: Matthew Ehrlichman
	 	 	Title:   Chief Executive Officer



 


[Signature Page to Indenture]


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Donald T. Hurrelbrink
	 	 	Name: Donald T. Hurrelbrink
	 	 	Title:   Vice President


 


[Signature Page to Indenture]


 






     


     


    



 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	A-1	 



     


    

 


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


 


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


 






    	 	A-2	 



     


    

 


PORCH GROUP, INC.


 


0.75% Convertible Senior Note due 2026


 


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




 


CUSIP No. [_________]


 


Porch Group, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE &
CO.]2 [_______]3, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges
of Notes” attached hereto]4 [of $[_______]]5, which amount, taken together with the principal amounts
of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $425,000,000 in aggregate at any time, in accordance
with the rules and procedures of the Depositary, on September 15, 2026, and interest thereon as set forth below.


 


This Note shall bear interest at the rate of 0.75%
per year from September 16, 2021, or from the most recent date to which interest had been paid or provided for to, but excluding,
the next scheduled Interest Payment Date until September 15, 2026. Interest is payable semi-annually in arrears on each March 15
and September 15, commencing on March 15, 2022, to Holders of record at the close of business on the preceding March 1
and September 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in ‎Section 4.06(d) and
 ‎Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be
deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such ‎Section 4.06(d) or
 ‎Section 6.03, as the case may be, and any express mention of the payment of Additional Interest in any provision therein shall
not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


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


 


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


 


 






1
Include if a global note.


2
Include if a global note.


3
Include if a physical note.


4
Include if a global note.


5 Include if a physical note.


 






    	 	A-3	 



     


    

 


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


 


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


 


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


 


This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly
authorized authenticating agent under the Indenture. This Note may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument.


 


[Remainder of page intentionally left blank]


 






    	 	A-4	 



     


    

 


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


 


	 	PORCH GROUP, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION,


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


in the within-named Indenture.


 


	By:	 	 
	 	Authorized Officer	 




 






    	 	A-5	 



     


    

 


[FORM OF REVERSE OF NOTE]


 


PORCH GROUP, INC.

0.75% Convertible Senior Note due 2026


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its 0.75% Convertible Senior Notes due 2026 (the “Notes”), limited to the aggregate
principal amount of $425,000,000 all issued or to be issued under and pursuant to an Indenture dated as of September 16, 2021 (the
 “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), to which Indenture
and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited
aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined
in this Note shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    	 	A-6	 



     


    

 


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


  


The Notes shall be redeemable at the Company’s
option on or after September 20, 2024 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking
fund is provided for the Notes.


 


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


 


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


 






    	 	A-7	 



     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 






    	 	A-8	 



     


    

 


SCHEDULE A6


 


SCHEDULE OF EXCHANGES OF NOTES


 


PORCH GROUP, INC.

0.75% Convertible Senior Notes due 2026


 


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


 


	
    Date of exchange
	 	
    Amount of

 decrease
    in

 principal amount 

of this Global Note
	 	
    Amount of

 increase
    in

 principal amount 

of this Global Note
	 	
    Principal amount
    

of this Global Note

 following such

decrease or

 increase
	 	
    Signature of
    

authorized 

signatory of

 Trustee or 

Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 






6Include if a global note.


 






    	 	A-9	 



     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


PORCH GROUP, INC.

0.75% Convertible Senior Notes due 2026


 


	To:	U.S. Bank National Association
		Global Corporate Trust Services EP-MN-WS3C
		60 Livingston Avenue
		St. Paul, MN 55107
		Attention: Corporate Trust Administrator for Porch Group, Inc.
		Fax: + (1) 651-466-7430
		Email: donald.hurrelbrink@usbank.com




 


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


 


	Dated:	 	 	 	 
	 	 	 	 
		 	Signature(s)	 




 


	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed
    by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an
    approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common
    Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.	 




 






    	 	 1	 



     


    

 


	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:	 
	 	 
	(Name)	 
	 	 
	(Street Address)	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 




 


	 	Principal amount to be converted (if less than all): $______,000
	 	 
	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	 	 	 
	 	Social Security or Other Taxpayer
 Identification Number




 






    	 	 2	 



     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


PORCH GROUP, INC.

0.75% Convertible Senior Notes due 2026


 


	To:	U.S. Bank National Association
		Global Corporate Trust Services EP-MN-WS3C
		60 Livingston Avenue
		St. Paul, MN 55107
		Attention: Corporate Trust Administrator for Porch Group, Inc.
		Fax: + (1) 651-466-7430 
		Email: donald.hurrelbrink@usbank.com




 


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


 


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


 


	Dated:	 	 


 


	 	 	 
	 	Signature(s)



 


	 	 	 
	 	Social Security or Other Taxpayer

    Identification Number
	 	 
	 	Principal amount to be repaid (if
    less than all): $______,000
	 	 
	 	NOTICE: The above signature(s) of
    the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration
    or enlargement or any change whatever.




 






    	 	 1	 



     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


		 ̈	To Porch Group, Inc. or a
subsidiary thereof; or



 


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



 


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



 


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


 






    	 	 2	 



     


    

 


	Dated:	 	 


 


		 
	 	 
	Signature(s)	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an eligible Guarantor Institution
    (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature
    guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered,
    other than to and in the name of the registered holder.	 
	 	 
	NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.




 






    	 	 3