Exhibit 4.6


 


 


CHURCHILL CAPITAL CORP III 


as Issuer


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION 


as Trustee


 





 



 


INDENTURE


 


Dated as of October 8, 2020


 





 



 


6.00% / 7.00% Convertible Senior PIK Toggle
Notes due 2027


 





 






    


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article 1. 	Definitions; Rules of Construction	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	14
	Section 1.03.	Rules of Construction	14
	 	 	 
	Article 2.	The Notes	15
	 	 	 
	Section 2.01.	Form, Dating and Denominations.	15
	Section 2.02.	Execution, Authentication and Delivery	16
	Section 2.03.	Initial Notes; Additional Notes and PIK Notes	16
	Section 2.04.	Method of Payment	17
	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	18
	Section 2.06.	Registrar, Paying Agent and Conversion Agent	20
	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	21
	Section 2.08.	Holder Lists	21
	Section 2.09.	Legends	21
	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	22
	Section 2.11.	Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change	27
	Section 2.12.	Removal of Transfer Restrictions	28
	Section 2.13.	Replacement Notes	28
	Section 2.14.	Registered Holders; Certain Rights with Respect to Global Notes	29
	Section 2.15.	Cancellation	29
	Section 2.16.	Notes Held by the Company or its Affiliates	29
	Section 2.17.	Temporary Notes	29
	Section 2.18.	Outstanding Notes	30
	Section 2.19.	Repurchases by the Company	31
	Section 2.20.	CUSIP and ISIN Numbers	31
	Section 2.21.	Registration Rights Agreement	31
	Section 2.22.	Tax Treatment Of The Notes	31
	 	 	 
	Article 3.	Covenants	31
	 	 	 
	Section 3.01.	Payment on Notes	31
	Section 3.02.	Exchange Act Reports	32
	Section 3.03.	Rule 144A Information	32
	Section 3.04.	Use of Proceeds	33
	Section 3.05.	Compliance and Default Certificates	33
	Section 3.06.	Stay, Extension and Usury Laws	33
	Section 3.07.	Acquisition of Notes by the Company and its Affiliates	33
	 	 	 
	Article 4.	Repurchase and Redemption	33
	 	 	 
	Section 4.01.	No Sinking Fund	34
	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	34



 






     


     


    

 


	Section 4.03.	Right of the Company to Redeem the Notes	34
	 	 	 
	Article 5.	Conversion	41
	 	 	 
	Section 5.01.	Right to Convert	41
	Section 5.02.	Conversion Procedures	42
	Section 5.03.	Settlement upon Conversion	44
	Section 5.04.	Reserve and Status of Common Stock Issued upon Conversion	46
	Section 5.05.	Adjustments to the Conversion Rate	47
	Section 5.06.	Voluntary Adjustments	57
	Section 5.07.	Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change	58
	Section 5.08.	Exchange in Lieu of Conversion	59
	Section 5.09.	Effect of Common Stock Change Event	60
	 	 	 
	Article 6.	Successors	61
	 	 	 
	Section 6.01.	When the Company May Merge, Etc.	61
	Section 6.02.	Successor Corporation Substituted	63
	 	 	 
	Article 7.	Defaults and Remedies	63
	 	 	
	Section 7.01.	Events of Default	63
	Section 7.02.	Acceleration	64
	Section 7.03.	Sole Remedy for a Failure to Report	65
	Section 7.04.	Other Remedies	66
	Section 7.05.	Waiver of Past Defaults	66
	Section 7.06.	Control by Majority	66
	Section 7.07.	Limitation on Suits	66
	Section 7.08.	Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration	67
	Section 7.09.	Collection Suit by Trustee	67
	Section 7.10.	Trustee May File Proofs of Claim	68
	Section 7.11.	Priorities	68
	Section 7.12.	Undertaking for Costs	69
	 	 	 
	Article 8.	Amendments, Supplements and Waivers	69
	 	 	 
	Section 8.01.	Without the Consent of Holders	69
	Section 8.02.	With the Consent of Holders	70
	Section 8.03.	Notice of Amendments, Supplements and Waivers	71
	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	71
	Section 8.05.	Notations and Exchanges	72
	Section 8.06.	Trustee to Execute Supplemental Indentures	72
	 	 	 
	Article 9.	Guarantees	72
	 	 	 
	Section 9.01.	Guarantees	72
	Section 9.02.	Limitation on Guarantor Liability	74
	Section 9.03.	Execution and Delivery of Guarantee	74



 






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	Section 9.04.	When Guarantors May Merge, etc.	74
	Section 9.05.	Future Guarantors	75
	Section 9.06.	Applicable of Certain Provisions of the Guarantors	76
	Section 9.07.	Release of Guarantees	76
	 	 	 
	Article 10.	Satisfaction and Discharge	76
	 	 	 
	Section 10.01.	Termination of Company’s Obligations	77
	Section 10.02.	Repayment to Company	77
	Section 10.03.	Reinstatement	77
	 	 	 
	Article 11.	Trustee	78
	 	 	 
	Section 11.01.	Duties of the Trustee	78
	Section 11.02.	Rights of the Trustee	78
	Section 11.03.	Individual Rights of the Trustee	79
	Section 11.04.	Trustee’s Disclaimer	82
	Section 11.05.	Notice of Defaults	82
	Section 11.06.	Compensation and Indemnity	82
	Section 11.07.	Replacement of the Trustee	82
	Section 11.08.	Successor Trustee by Merger, Etc.	83
	Section 11.09.	Eligibility; Disqualification	84
	 	 	 
	Article 12.	Miscellaneous	84
	 	 	 
	Section 12.01.	Notices	84
	Section 12.02.	Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	84
	Section 12.03.	Statements Required in Officer’s Certificate and Opinion of Counsel	85
	Section 12.04.	Rules by the Trustee, the Registrar and the Paying Agent	85
	Section 12.05.	No Personal Liability of Directors, Officers, Employees and Stockholders	87
	Section 12.06.	Governing Law; Waiver of Jury Trial	87
	Section 12.07.	Submission to Jurisdiction	87
	Section 12.08.	No Adverse Interpretation of Other Agreements	87
	Section 12.09.	Successors	87
	Section 12.10.	Force Majeure	88
	Section 12.11.	U.S.A. PATRIOT Act	88
	Section 12.12.	Calculations	88
	Section 12.13.	Severability	88
	Section 12.14.	Counterparts	88
	Section 12.15.	Table of Contents, Headings, Etc.	88
	Section 12.16.	Withholding Taxes	88


 






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Exhibits


  


	Exhibit A: Form of Note	 	A-1
	Exhibit B-1: Form of Restricted Note Legend	 	B-1-1
	Exhibit B-2: Form of Global Note Legend	 	B-2-1
	Exhibit C: Form of Supplemental Indenture	 	C-1




 






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INDENTURE, dated as of October 8,
2020, between Churchill Capital Corp III, a Delaware corporation, as issuer (the “Company”), and Wilmington
Trust, National Association, as trustee (the “Trustee” as further defined below).


 


Each party to this
Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the
Holders (as defined below) of the Company’s 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”).


 


In connection with
the purchase of the Notes, the Initial Purchasers (as defined below) will also enter into that certain registration rights agreement,
dated the Issue Date, by and among the Company, the Initial Purchasers and the other investors that may become party thereto from
time to time (the “Registration Rights Agreement”).


 


Article 1.     Definitions;
Rules of Construction


 


Section 1.01.     Definitions. 


 


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


 


“AHYDO”
means an “applicable high yield discount obligation within the meaning of Section 163(i)(1) of the Code.


 


“AHYDO Catch-Up
Payment” means, as of each AHYDO redemption date, the payment on the Notes that is necessary to avoid the Notes being
characterized as an AHYDO.


 


“Authorized
Denomination” means, with respect to a Note, subject to the issuance of PIK Notes or the increase in the principal amount
of a Global Note in order to evidence PIK Interest, a principal amount thereof equal to $1,000 or any integral multiple of $1,000
in excess thereof, and after the issuance of PIK Notes or an increase in the principal amount of a Global Note, a principal amount
of $1.00 and integral multiples of $1.00 in excess thereof.


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


“Common Stock”
means the Class A common stock, $0.0001 par value per share, of the Company, subject to Section 5.09.


 


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


 


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


 


“Conversion
Date” means, with respect to a Note, the first (1st) Business Day on which the requirements set forth in Section 5.02(A) to
convert such Note are satisfied, subject to Section 5.03(C).


 


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


 


“Conversion
Rate” initially means 76.9231 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate as of the Close of Business on such date.


 


“Conversion
Share” means any share of Common Stock issued or issuable upon conversion of any Note.


 


“Daily Cash
Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount;
and (B) the Daily Conversion Value for such VWAP Trading Day.


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-fortieth (1/40th) of the product of (A) the Conversion Rate
on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily Maximum
Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified
Dollar Amount applicable to such conversion by (B) forty (40).


 


“Daily Share
Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of
the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for
such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily
Conversion Value does not exceed such Daily Maximum Cash Amount.


 






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“Daily VWAP”
means, for any VWAP Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP”
on Bloomberg page “MPLN US <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 VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock
on such VWAP Trading Day determined, using a volume weighted average method, by a nationally recognized independent investment
banking firm retained for this purpose by 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, passage of time or both, would be) an Event of Default.


 


“Default Settlement
Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,
however, that the Company may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement
Method to the Holders, the Trustee and the Conversion Agent.


 


“Depositary”
means The Depository Trust Company or its successor.


 


“Depositary
Participant” means any member of, or participant in, the Depositary.


 


“Depositary
Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial
interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.


 


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


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Exempted
Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(I),
the Company does not offer to repurchase any Notes.


 


“Free Trade
Date” means, with respect to any Note, the date that such Note is no longer subject to a Restricted Note Legend.


 


“Fundamental
Change” means any of the following events:


 






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(A)           a
Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company
or its Wholly Owned Subsidiaries, or their respective employee benefit plans files any report with the SEC indicating that
such Person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the
Company’s common equity representing (i) in the case of any Person or “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) other than any Permitted Holder, (x) during the first 18 months following the
Closing Date, more than sixty percent (60%) of the voting power of all of the Company's then outstanding Common Stock, or (y)
at any time after the first 18 months following the Closing Date, more than fifty percent (50%) of the voting power of all of
the Company's then outstanding Common Stock, or (ii) in the case of any Permitted Holder, eighty percent (80%) or more of the
voting power of all of the Company’s then outstanding Common Stock;


 


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


 


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


 


(D)            the
Common Stock ceases to be listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market
(or any of their respective successors);


 


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


 


For the purposes of
this definition, (x) any transaction or event described in both clause (A) and in clause (B)(ii) above
(without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject
to such proviso); (y) whether a Person is a “beneficial owner,” whether shares are “beneficially
owned,” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 and 13d-5 under the
Exchange Act (as in Fundamental Change); and (z) the phrase Person or “group” is within the meaning
of Section 13(d) or 14(d) of the Exchange Act, but excluding (i) any employee benefit plan of such Person
or “group” or of its Subsidiaries and (ii) any Person acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan (but solely to the extent such Person is acting in such capacity).


 






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“Fundamental
Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase
Upon Fundamental Change.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchasers”
means Franklin Custodian Funds-Franklin Income Fund, Magnetar Constellation Master Fund Ltd, Magnetar Constellation Fund II, Ltd,
Magnetar Structured Credit Fund, LP, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Magnetar Longhorn Fund LP, Purpose
Alternative Credit Fund—F LLC, Purpose Alternative Credit Fund—T LLC, 405 MSTV I LP, Magnetar Capital Master Fund Ltd,
PEAK6 Group LLC, OHA Enhanced Credit Strategies Master Fund, L.P., Illinois State Board of Investment, OHAT Credit Fund, L.P.,
Future Fund Investment Company No.2 Pty Ltd, Indiana Public Retirement System, OHA Centre Street Partnership, L.P., OHA BCSS
SSD II, L.P., OHA MPS SSD II, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Delaware Customized Credit Fund—F,
L.P., OHA KC Customized Credit Master Fund, L.P., OHA Structured Products Master Fund D, L.P., OHA Artesian Customized Credit Fund
I, L.P., OHA Black Bear Fund, L.P., OHA Strategic Credit Master Fund II, L.P., OHA Tactical Investment Master Fund, L.P., OHA AD
Customized Credit Fund (International), L.P., OHA Credit Solutions Master Fund 2, ALOHA European Credit Fund, L.P., Pacific Investment
Management Company LLC, PIMCO Funds: PIMCO Income Fund, PIMCO Monthly Income Fund (Canada), PIMCO Funds: Global Investors Series plc, Income
Fund, PIMCO Bermuda Trust II: PIMCO Bermuda Income Fund (M), OC III LVS I LP, PCM Fund, Inc., PIMCO Income Opportunity Fund,
PIMCO Dynamic Credit and Mortgage Income Fund, PIMCO Dynamic Fund (PDI), PIMCO Flexible Credit Income Fund, PIMCO Tactical Opportunities
Master Fund Ltd., PIMCO DISCO Fund III LP, PIMCO Global Credit Opportunity Master Fund LDC, PIMCO Horseshoe Fund, LP, PIMCO Global
Core Asset Allocation Fund, PIMCO Funds: Global Investors Series plc, PIMCO Global Core Asset Allocation Fund and PIMCO Variable
Insurance Trust: PIMCO Global Managed Asset Allocation Portfolio.


 






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“Interest
Payment Date” means, with respect to a Note, each April 15 and October 15 of each year, commencing on April 15,
2021 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity
Date is an Interest Payment Date.


 


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


 


“Investors”
means, collectively, Churchill Sponsor III, LLC, Polaris Investment Holdings, L.P., Hellman & Friedman LLC, GIC Private
Limited, Leonard Green & Partners, LP, C.V. Starr & Co., Inc., Partners Group (USA) Inc., Cohen Private
Ventures, LLC and each other equity holder, as of the date immediately preceding the Mergers, of Polaris Investment Holdings, L.P.
(and each of their respective successors) and each of their respective Affiliates and any funds, partnerships or other co-investment
vehicles managed, advised or controlled by the foregoing or their respective Affiliates, but not including, however, any portfolio
companies of any of the foregoing (other than Polaris Investment Holdings, L.P.).


 


“Issue Date”
means October 8, 2020.


 


“Last Original
Issue Date” means (A) with respect to any Notes issued pursuant to the Subscription Agreement and any Notes issued
in exchange therefor or in substitution thereof, the Issue Date; and (B) with respect to any Notes issued pursuant to Section 2.03(B),
and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes
are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise
of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date
as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.


 






    - 6
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“Last Reported
Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price
is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average
of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite
transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common
Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will
be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets
Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price
will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day
from a nationally recognized independent investment banking firm selected by the Company, which may include any of the Initial
Purchasers. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.


 


“Make-Whole
Fundamental Change” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after
clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition)
or (B) the sending of a Redemption Notice pursuant to Section 4.03(F); provided, however, that, subject
to Section 4.03(I), the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect
to the Notes called (or deemed to be called pursuant to Section 4.03(I)) for Redemption pursuant to such Redemption
Notice and not with respect to any other Notes.


 


“Make-Whole
Fundamental Change Conversion Period” means, (A) in the case of a Make-Whole Fundamental Change pursuant to clause
(A) of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such
Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective
Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change),
to, but excluding, the related Fundamental Change Repurchase Date); and (B) in the case of a Make-Whole Fundamental Change
pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the
related Redemption to, and including, the Business Day immediately before the related Redemption Date; provided, however,
that if the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(I),
to be called) for Redemption occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental
Change occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole
Fundamental Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding
anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will
be deemed to occur solely during the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with
the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole
Fundamental Change Effective Date will be deemed not to have occurred.


 


“Make-Whole
Fundamental Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to clause
(A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with
respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption
Notice Date.


 






    - 7
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“Market Disruption
Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled
close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common
Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts
relating to the Common Stock.


 


“Maturity
Date” means October 15, 2027.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of July 12, 2020, by and among the Company, Polaris Investment Holdings,
L.P., a Delaware limited partnership, Polaris Parent Corp., a Delaware corporation, and the other parties named therein.


 


“Mergers”
means pursuant to the Merger Agreement, inter alia, a direct, wholly owned subsidiary of the Company will be merged with
an into Polaris Parent Corp., with Polaris Parent Corp. surviving as a wholly owned subsidiary of the Company, and immediately
thereafter, Polaris Parent Corp. will be merged with and into another direct, wholly owned subsidiary of Polaris Parent Corp.,
with such subsidiary surviving as a wholly owned subsidiary of the Company.


 


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


 


“Notes”
means the 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 issued by the Company pursuant to this Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion
Date for such Note occurs before July 15, 2027, the forty (40) consecutive VWAP Trading Days beginning on, and including,
the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the
date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(F) and
before the Close of Business on the Business Day immediately before the related Redemption Date, the forty (40) consecutive VWAP
Trading Days beginning on, and including, the forty first (41st) Scheduled Trading Day immediately before such Redemption Date;
and (C) subject to clause (B) above, if such Conversion Date occurs on or after July 15, 2027, the forty
(40) consecutive VWAP Trading Days beginning on, and including, the forty first (41st) Scheduled Trading Day immediately before
the Maturity Date.


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of the Company.


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets
the requirements of Section 12.03.


 






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


 


“Opinion of
Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries),
who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.03, subject to customary assumptions;
qualifications and exclusions.


 


“Parent Entity”
means any Person that, with respect to another Person, owns fifty percent (50%) or more of the total voting power of the common
stock of such other Person.


 


“Partial PIK
Interest” means a portion of the interest on the Notes due on an Interest Payment Date, which is paid, at the Company’s
election, by increasing the amount of outstanding Notes or by issuing additional PIK Notes, to the extent that only a portion of
the interest due on an Interest Payment Date is so paid.


 


“Permitted
Holders” means each of (1) the Investors, (2) any Permitted Parent and (3) any group (within the
meaning of Section 13(d)(3) of the Exchange Act or any successor provision) the members of which include any of the
Permitted Holders specified in clauses (1) or (2) above (a “Permitted Holder Group”); provided
that, in the case of any Permitted Holder Group, no Person or other group (other than the Permitted Holders specified in
clauses (1) or (2) above or the last sentence of this definition) own, directly or indirectly, more than fifty
percent (50%) of the voting power of all of the Company’s then outstanding Common Stock held by such Permitted Holder
Group. Any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act or any successor provision)
whose acquisition of beneficial ownership of the voting power of the Company’s then outstanding Common Stock
constitutes a Fundamental Change in accordance with the requirements of this Indenture will thereafter, together with its
Affiliates, constitute an additional Permitted Holder. In addition, any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act or any successor provision) that becomes
the direct or indirect beneficial owner of shares of the Company’s common equity representing 50% or more but less than or equal
to 60% of the voting power of all of the Company’s then outstanding Common Stock during the first 18 months following the Closing
Date will thereafter, together with its Affiliates, constitute an additional Permitted Holder for so long as such Person or group does
not own more than 60% of the voting power of all of the Company’s then outstanding Common Stock.


 


“Permitted
Parent” means any Parent Entity of the Company formed not in connection with, or in contemplation of, a transaction that
(but for the application to such Person of clause (2) of the definition of “Permitted Holders”) would constitute
a Fundamental Change.


 


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


 


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


 


“PIK Interest”
means payment of interest on the Notes through an increase in the principal amount of the outstanding Notes or through the issuance
of PIK Notes, to the extent all interest due on an Interest Payment Date is so paid.


 






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“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 Company, by statute, by contract or otherwise).


 


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


 


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


 


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


 


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


 


“Regular Record
Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs
on April 15th, the immediately preceding April 1st; and (B) if such Interest Payment Date occurs on October 15th,
the immediately preceding October 1st.


 


“Relevant
Stock Exchange” means the New York Stock Exchange, or, if the Common Stock is not then listed on the New York Stock Exchange,
the principal other U.S. national or regional securities exchange on which the Common Stock is then listed.


 


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


 


“Responsible
Officer” means (A) any officer within the corporate trust department of the Trustee (or any successor group of the
Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers;
and (B) with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter
is referred because of his or her knowledge of, and familiarity with, the particular subject, and who, in each case, will have
direct responsibility for the administration of this Indenture.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


“Significant
Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary”
(as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however,
that, if a Subsidiary meets the criteria of clause (3), but not clause (1) or (2), of the definition of “significant
subsidiary” in Rule 1-02(w), then such Subsidiary will be deemed not to be a Significant Subsidiary unless such Subsidiary’s
income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for
the last completed fiscal year before the date of determination exceeds one hundred million dollars ($100,000,000) (with such amount
calculated pursuant to numbered paragraph 3 of computational note 1 with respect to clause (3) of such rule, to the extent
the calculation of such Subsidiary’s income involves combined entities). For purposes of this definition, Rule 1-02(w) of
Regulation S-X refers to such rule as in effect on the Issue Date.


 


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


 


“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 conversion.


 


“Stock Price”
has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only cash in consideration
for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause
(B) of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of
Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last
Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading
Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.


 






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“Subscription
Agreement” means the Convertible Note Subscription Purchase Agreements, dated July 12, 2020, between the Company,
Polaris Investment Holdings, L.P., Polaris Parent Corp, Polaris Intermediate Corp. and each of the Initial Purchasers.


 


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


 


“Trading Day”
means any day on which (A) trading in the Common Stock generally occurs on the principal 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 traded; and (B) there is no Market Disruption Event.
If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“VWAP Market
Disruption Event” means, with respect to any date, (A) the failure by the Relevant Stock Exchange to open for trading
during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in
the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by
the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common
Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.


 


“VWAP Trading
Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock
generally occurs on the Relevant Stock Exchange. If the Common Stock is not so listed or traded on a Relevant Stock Exchange, then
 “VWAP Trading Day” means a Business Day.


 


“Wholly Owned
Subsidiary” of a Person means any Subsidiary of such Person determined by reference to the definition of Subsidiary but
with each reference therein to “more than fifty percent (50%)” deemed to be replaced with “one hundred percent
(100%)” for purposes of this definition; provided, however, that directors’ qualifying shares will be
disregarded for purposes of determining whether any Person is a Wholly Owned Subsidiary of another Person.


 






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Section 1.02.     Other
Definitions.


 


	Term	 	Defined

  in Section
	“2022 Notes”	 	     9.05
	“2022 Notes Indenture”	 	     9.05
	“Additional Interest”	 	     2.21
	“Additional Shares”	 	     5.07(A)
	“Aggregate Purchase Price”	 	     9.05
	“AHYDO redemption date”	 	     3.01(D)
	“Business Combination Event”	 	     6.01(A)
	“Cash Interest”	 	     2.05(A)
	“Cash Settlement”	 	     5.03(A)
	“Combination Settlement”	 	     5.03(A)
	“Common Stock Change Event”	 	     5.09(A)
	“Conversion Agent”	 	     2.06(A)
	“Conversion Consideration”	 	     5.03(B)(i)
	“Default Interest”	 	     2.05(C)
	“Defaulted Amount”	 	     2.05(C)
	“Event of Default”	 	     7.01(A)
	“Exchange Consideration”	 	     5.08(A)
	“Expiration Date”	 	     5.05(A)(v)
	“Expiration Time”	 	     5.05(A)(v)
	“Fundamental Change Notice”	 	     4.02(E)
	“Fundamental Change Repurchase Right”	 	     4.02(A)
	“Guaranteed Obligations”	 	     9.01(A)(ii)
	“Guarantor Business Combination Event”	 	     9.04(A)
	“Initial Notes”	 	     2.03(A)
	“Paying Agent”	 	     2.06(A)
	“Polaris Intermediate Guarantee”	 	     9.05
	“Redemption Notice”	 	     4.03(F)
	“Physical Settlement”	 	     5.03(A)
	“PIK Notes”	 	     2.03(C)
	“PIK Notice”	 	     2.05(B)(i)
	“PIK Payment”	 	     2.03(C)
	“Reference Property”	 	     5.09(A)
	“Reference Property Unit”	 	     5.09(A)
	“Register”	 	     2.06(B)
	“Registrar”	 	     2.06(A)
	“Reporting Event of Default”	 	     7.03(A)
	“Settlement Method”	 	     5.03(A)
	“Specified Courts”	 	     12.07
	“Spin-Off”	 	     5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	 	     5.05(A)(iii)(2)
	“Stated Interest”	 	     2.05(A)
	“Successor Corporation”	 	     6.01(A)
	“Successor Person”	 	     5.09(A)
	“Tender/Exchange Offer Valuation Period”	 	     5.05(A)(v)


 





Section 1.03.     Rules of
Construction.


 


For purposes of this
Indenture:


 


(A)            “or”
is not exclusive;


 


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


 


(C)            “will”
expresses a command;


 


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


 


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


 






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


 


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


 


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


 


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


 


(J)             references
to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes as
a result of a PIK Payment; and


 


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


 


Article 2.     The
Notes


 


Section 2.01.     Form,
Dating and Denominations.


 


The Notes and the Trustee’s
certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends
required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or
usage or the Depositary. Each Note will be dated as of the date of its authentication. Any PIK Notes will be issued with the designation
 “PIK Note” on the face of such PIK Note.


 


Except to the extent
otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the
Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical
Notes may be exchanged for Global Notes, only as provided in Section 2.10.


 


The Notes will be issuable
only in registered form without interest coupons and only in Authorized Denominations.


 


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


 


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


 






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Section 2.02.     Execution,
Authentication and Delivery.


 


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


 





(B)            Authentication
by the Trustee and Delivery.


 


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


 


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


 


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


 


Section 2.03.     Initial
Notes; Additional Notes and PIK Notes.


 


(A)            Initial
Notes. On the Issue Date, there will be originally issued one billion and three hundred million dollars ($1.3 billion) aggregate
principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant
to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in
this Indenture as the “Initial Notes.”


 


(B)            Additional
Notes. The Company may, subject to the provisions of this Indenture (including Section 2.02), issue additional
Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest
begins to accrue on such additional Notes and the first Interest Payment Date and the Last Original Issue Date of such additional
Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally
and ratably with all other, Notes issued under this Indenture; provided, however, that if any such additional Notes
are not fungible with the Initial Notes or any other Notes issued under this Indenture for U.S. federal income tax or U.S. federal
securities law purposes, then such additional Notes will be identified by one or more separate CUSIP numbers or by no CUSIP number.
Any resale of notes repurchased by the Company as described and subject to the conditions set forth in Section 3.07
will be deemed to be an “issuance” of notes for purposes of this Section 2.03(B).


 






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(C)            PIK
Notes. If the Company elects to pay PIK Interest or Partial PIK Interest in respect of the Notes as set forth in Section 2.05
below, the Company may elect prior to any Interest Payment Date (subject to the restrictions described in the form of Notes in
Exhibit A) to either increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK
Notes”) under this Indenture having the same terms (except that PIK Notes shall be made in a minimum denomination of
$1.00 and integral multiples of $1.00) as the Notes (in each case, a “PIK Payment”). In the event that the Company
shall determine to pay PIK Interest (including Partial PIK Interest) for any Interest Period, then the Company shall deliver a
PIK Notice (as defined below) to the Trustee as required by the form of Note in Exhibit A. Any PIK Notes will, be considered
to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture.


 


Section 2.04.     Method
of Payment.


 


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


 


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


 






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


 


(A)            Accrual
of Interest. Each Note will accrue interest at a rate per annum equal to six percent (6.00%) with respect to interest paid
in cash (“Cash Interest”) and seven percent (7.00%) with respect to PIK Interest (together with the Cash Interest
as the interest rate selected by the Company for any Interest Period, the “Stated Interest”), plus any Additional
Interest and Special Interest that may accrue pursuant to Sections 2.21 and 7.03, respectively. The Company shall
determine prior to any Interest Payment Date to pay Cash Interest or PIK Interest for such Interest Period; provided that
prior to any such election, the Company is deemed to have selected Cash Interest. Stated Interest on each Note will (i) accrue
from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest
has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from,
and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such
Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without duplication
of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment
Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately
preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will
be computed on the basis of a three hundred sixty (360)-day year comprised of twelve 30-day months.


 





(B)            PIK
Interest.


 


(i)            In
the event that the Company shall determine to pay PIK Interest (including Partial PIK Interest) for any Interest Period, then the
Company shall deliver a notice (a “PIK Notice”) to the Trustee and the Holders not less than three (3) Business
Days prior to the Interest Payment Date of the relevant Interest Period, which notice shall state the total amount of interest
to be paid on the Interest Payment Date in respect of such Interest Period and the amount of such interest to be paid as PIK Interest
or Partial PIK Interest, as the case may be. For the avoidance of doubt, interest on the Notes in respect of any Interest Period
for which a PIK Notice is not delivered in accordance with the first sentence of this paragraph, in connection with a redemption
or repurchase and on the Maturity Date must be paid entirely in cash.


 






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(ii)            Any
PIK Interest (including Partial PIK Interest) on the Notes will be payable to Holders and (x) with respect to the Notes represented
by one or more global Notes registered in the name of, or held by, the Depositary or its nominee on the relevant Regular Record
Date, by increasing the principal amount of the outstanding global Notes by an amount equal to the amount of PIK Interest for the
applicable Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order
from the Company, record such increase in principal amount and (y) with respect to Notes represented by certificated Notes,
by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable
Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order and PIK
Notes from the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the
relevant record date, as shown by the records of the register of Holders. In the event that the Company is entitled to and elects
to pay Partial PIK Interest for any Interest Period, each Holder will be entitled to receive cash in respect of the applicable
percentage of the principal amount of the Notes held by such Holder on the relevant record date and PIK Interest in respect of
the remaining percentage of the principal amount of the Notes held by such Holder on the relevant record date. Following an increase
in the principal amount of the outstanding global Notes as a result of a PIK Payment, the global Notes will bear interest on such
increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be distributed
to Holders, will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All Notes
issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions
and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated
PIK Notes will be issued with the description “PIK Note” on the face of such PIK Note.


 


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


 


(iv)            Notwithstanding
anything to the contrary, the payment of accrued interest in connection in connection with any repurchase of the Notes as described
Article 4 of this Indenture shall be made solely in cash.


 


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


 


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


 






    - 19 -


     


    

 


(E)            Additional
Interest; Special Interest. In the event that any Additional Interest or Special Interest is due on any Note, then at least
two (2) Business Days prior to the date on which such Additional Interest or Special Interest is to be paid, the Company shall
provide written notice to the Trustee, the Paying Agent (if other than the Trustee) and the Holders setting forth of the amount
of such Additional Interest or Special Interest and the date on which such Additional Interest or Special Interest is to be paid.
The Trustee shall be entitled to assume that no Additional Interest or Special Interest is due to Holders unless and until the
Trustee receives such notice from the Company. The Trustee shall have no duty to monitor compliance with the Registration Rights
Agreement or the circumstances giving rise to the payment of Additional Interest or Special Interest.


 





Section 2.06.     Registrar,
Paying Agent and Conversion Agent.


 


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


 


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


 


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


 


(D)            Initial
Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion
Agent.


 






    - 20
                                                                                      -


     


    





 


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


 


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


 


Section 2.08.    Holder
Lists.


 


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


 


Section 2.09.    Legends.


 


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


 


(B)            [Reserved].


 


(C)            Restricted
Note Legend. Subject to Section 2.12,


 


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


 


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


 






    	 	- 21 -	 



     


    

 


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


 


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


 


(F)             Restricted
Stock Legend.


 


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


 


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


 


Section 2.10.    Transfers
and Exchanges; Certain Transfer Restrictions.


 


(A)            Provisions
Applicable to All Transfers and Exchanges.


 


(i)            Subject
to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from
time to time and the Registrar will record each such transfer or exchange in the Register.


 


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


 


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


 


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


 






    	 	- 22 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(x)           None
of the Trustee or any Note Agent will have any responsibility or obligation to any beneficial owner of a Global Note or a Depositary
Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of
any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through
the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


(B)            Transfers
and Exchanges of Global Notes.


 


(i)            Subject
to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary
to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary;
or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global
Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a
Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:


 






    	 	- 23 -	 



     


    

 


(1)            (x) the
Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global
Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange
Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          Each
transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.


 






    	 	- 24 -	 



     


    

 


(C)            Transfers
and Exchanges of Physical Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)            in
the case of a transfer:


 


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


 






    	 	- 25 -	 



     


    

 


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


 


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


 


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


 


(i)            cause
such Note to be identified by an “unrestricted” CUSIP number;


 


(ii)           remove
such Restricted Note Legend; or


 


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


 


then the Company, the Guarantors, the Trustee
and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the
Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the
Guarantors, the Trustee and the Registrar may reasonably require in order for the Company to determine that such identification,
removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however,
that no such certificates, documentation or evidence need be so delivered on and after the Free Trade Date with respect to such
Note unless the Company determines, in its reasonable discretion, that such Note is not eligible to be offered, sold or otherwise
transferred pursuant to Rule 144 or otherwise without any requirements as to volume, manner of sale, availability of current
public information or notice under the Securities Act.


 






    	 	- 26 -	 



     


    

 


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




 


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


 


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


 


(B)            Cancellation
of Converted, Redeemed and Repurchased Notes.


 


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


 






    	 	- 27 -	 



     


    

 


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


 


Section 2.12.    Removal
of Transfer Restrictions. 


 


Without limiting the generality of any other provision of this Indenture, the Restricted
Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted
Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the
Company by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied
by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to
be deemed to be removed from such Note unless a new Note is to be authenticated in connection therewith). If such Note bears
a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be
deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of
the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified
in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a
mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN
numbers in the facilities of such Depositary, then the Company will effect such exchange or procedure as soon as reasonably
practicable.


 


Section 2.13.    Replacement
Notes. 


 


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


 


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


 






    	 	- 28 -	 



     


    

 


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


 


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


 


Section 2.15.    Cancellation. 


 


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


 


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


 


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


 


Section 2.17.    Temporary
Notes. 


 


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


 






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Section 2.18.    Outstanding
Notes.


 


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


 


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


 


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


 


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


 


(E)            Notes
to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such
Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant
to Section 5.03(A) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding,
except to the extent provided in Section 5.02(D) or Section 5.08.


 


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


 






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Section 2.19.    Repurchases
by the Company.


 


Without limiting the generality of Sections 2.15 and 3.07, the Company or its
Subsidiaries may, from time to time, directly or indirectly repurchase Notes in open market purchases or otherwise, whether
through private or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives, or in other
negotiated transactions without delivering prior notice to, or the consent of, Holders.


 


Section 2.20.    CUSIP
and ISIN Numbers. 


 


Subject to Section 2.12, the Company may use one or more CUSIP or ISIN numbers to
identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in notices to
Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy
of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in,
or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or
ISIN number(s) identifying any Notes.


 


Section 2.21.    Registration
Rights Agreement. 


 


The Holders are entitled to the benefits of the Registration Rights Agreement. The Holders shall
be entitled under the Registration Rights Agreement to receive additional interest upon certain conditions, all pursuant to
and in accordance with the terms of the Registration Rights Agreement (the “Additional Interest”).


 


Section 2.22.    Tax
Treatment Of The Notes.


 


It is intended that no Note will be an AHYDO and that the provisions hereof shall be
interpreted consistently therewith.


 


Article 3.      Covenants


 


Section 3.01.    Payment
on Notes.


 


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


 


(B)            Deposit
of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment
Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will
cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash
amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money
not required for such purpose.


 


(C)            PIK
Interest. PIK Interest and Partial PIK Interest shall be considered paid on the date due if on such date the Trustee has received
(i) a written order, pursuant to Section 2.05, from the Company signed by an Officer to increase the balance of any Global
Note to reflect such PIK Interest or Partial PIK Interest, as applicable, or (ii) a PIK Note duly executed by the Company
together with a written order, pursuant to Section 2.05, of the Company signed by an Officer requesting the authentication
of such PIK Note by the Trustee.


 






    	 	- 31 -	 



     


    

 


(D)            Catch-Up
Payments. At the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after
the fifth anniversary of the Issue Date (each, an “AHYDO redemption date”) the Company will be required to pay
or cause to be paid any AHYDO Catch-Up Payments.


 


(E)            Additional
Interest; Special Interest. Additional Interest and Special Interest shall be paid in cash on the Interest Payment Dates and
in the manner of Cash Interest.


 


Section 3.02.    Exchange
Act Reports. 


 


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


 


(B)            Trustee’s
Disclaimer. Delivery of reports, information and documents to the Trustee pursuant to Section 3.02(A) is for
informational purposes only and the information and the Trustee’s receipt of the foregoing will not be deemed to constitute
actual or constructive notice to the Trustee of any information contained therein, or determinable from information contained therein
including the Company’s compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to
rely exclusively on an Officer’s Certificate). The Trustee will have no obligation whatsoever to monitor or confirm, on a
continuing basis or otherwise, the Company’s compliance with its covenants under this Indenture or with respect to any reports
or other documents filed with the SEC via the EDGAR system (or any successor thereto) or any other website, or to participate in
any conference calls.


 


Section 3.03.    Rule 144A
Information. 


 


If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when
any Notes or Conversion Shares are outstanding and constitute “restricted securities” (as defined in
Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any
Holder, beneficial owner or prospective purchaser of such Notes or Conversion Shares, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or Conversion
Shares pursuant to Rule 144A. The Company (or its successor) will take such further action as any Holder or beneficial
owner of such Notes or Conversion Shares may reasonably request to enable such Holder or beneficial owner to sell such Notes
or Conversion Shares pursuant to Rule 144A.


 






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Section 3.04.    Use
of Proceeds.


 


The Company will use the proceeds of the Notes sold to the Initial Purchasers, together with the cash
proceeds from the substantially concurrent issuance of the Company’s Common Stock and funds from the trust account
containing the proceeds of the Company’s initial public offering and from certain private placements, (i) to fund
the cash consideration for the Mergers, (ii) to fund the redemption of all or a portion of the 2022 Notes and/or
satisfaction of the 2022 Notes Indenture to the extent required by the Merger Agreement, (iii) to pay related fees and
expenses and (iv) for general corporate purposes, including by means of contributions to the Company’s direct or
indirect subsidiaries for such general corporate purposes.


 


Section 3.05.    Compliance
and Default Certificates.


 


(A)            Annual
Compliance Certificate. Within one hundred and twenty (120) days after December 31, 2020, and each fiscal year of
the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that
the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year
with a view towards determining whether any Default or Event of Default has occurred during the previous fiscal year; and
(ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if
so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect
thereto).


 


(B)            Default
Certificate. If a Default or Event of Default occurs, then the Company will promptly deliver an Officer’s Certificate
to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.


 


Section 3.06.    Stay,
Extension and Usury Laws. 


 


To the extent that it may lawfully do so, the Company (A) agrees that it will not
at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and
(B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law,
hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the
execution of every such power as though no such law has been enacted.


 


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


 


Any Notes that the Company or its Subsidiaries may repurchase pursuant
to this Indenture will be considered outstanding for all purposes under this Indenture (subject to Section 2.16)
unless and until such time the Company surrenders the Notes to the Trustee for cancellation and, upon receipt of a written
order from the Company, the Trustee will cancel all Notes so surrendered. Any Note that is repurchased or owned by the
Company or any Affiliate of the Company may not be resold by the Company or any such Affiliate 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 no longer being a “restricted security” (as defined in Rule 144).


 






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Article 4.Repurchase
and Redemption


 


Section 4.01.    No
Sinking Fund. 


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 34 -	 



     


    

 


(E)             Fundamental
Change Notice. On or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change, the Company will
send to each Holder, in writing, with a copy to the Trustee, the Paying Agent and the Conversion Agent a notice of such Fundamental
Change (a “Fundamental Change Notice”).


 


Such Fundamental Change
Notice must state:


 


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


 


(ii)           the
effective date of such Fundamental Change;


 


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


 


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


 


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


 


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


 


(vii)         the
Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments
to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 36 -	 



     


    

 


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


 


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


 


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


 


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


 


(H)            Repurchase
by Third Parties. Notwithstanding anything to the contrary in this Section 4.02, the Company will be deemed to
satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental
Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner and time that would
have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of
a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount (as a result of taxes,
additional expenses or for any other reason) than such owner would have received had the Company repurchased such Note.


 






    	 	- 37 -	 



     


    

 


(I)              No
Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an
Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02,
the Company will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase
or repurchase any Notes pursuant to this Section 4.02, in connection with a Fundamental Change occurring pursuant to
clause (B)(ii) (or pursuant to clause (A) that also constitutes a Fundamental Change occurring pursuant
to clause (B)(ii)) of the definition thereof, if (i) such Fundamental Change constitutes a Common Stock Change Event
whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes
become convertible, pursuant to Section 5.09(A) and, if applicable, Section 5.07, into consideration
that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental
Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated assuming that the same includes the maximum
amount of accrued interest payable as part of the related Fundamental Change Repurchase Price); and (iii) the Company timely
sends the notice relating to such Common Stock Change Event pursuant to Section 5.09(B) and includes, in such
notice, a statement that the Company is relying on this Section 4.02(I).


 


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


 


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


 


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


 


(A)            No
Right to Redeem Before October 8, 2023. The Company may not redeem the Notes before October 8, 2023.


 


(B)            Right
to Redeem the Notes on or After October 8, 2023. Subject to the terms of this Section 4.03, the Company has
the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time
to time, on a Redemption Date on or after October 8, 2023 and on or before the fortieth (40th) Scheduled Trading Day immediately
before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per
share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each of at least twenty
(20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading
Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption
Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change
with respect to such Notes pursuant to clause (B) of the definition thereof.


 






    	 	- 38 -	 



     


    

 


(C)             Redemption
Prohibited in Certain Circumstances. 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 before the Redemption Date (including rescission as a result
of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E),
on such Redemption Date), then (i) the Company may not redeem any Notes pursuant to this Section 4.03; and (ii) the
Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable
with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of
the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).


 


(D)             Redemption
Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than sixty
five (65), nor less than forty five (45), Scheduled Trading Days after the Redemption Notice Date for such Redemption.


 


(E)             Redemption
Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note
plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however,
that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the
Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to
receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued
on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding
through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption
Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt,
if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(D) and such Redemption Date
occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to,
but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(D), on the next Business Day
to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will
include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding, such Redemption Date.


 


(F)             Redemption
Notice; Notices to Trustee. To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes,
the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially
contemporaneously therewith, publish, on the Company’s website or through such other public medium as the Company then uses,
the information set forth in the Redemption Notice.


 


Such Redemption Notice must
state:


 


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


 


(ii)           the
Redemption Date for such Redemption;


 


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


 






    	 	- 39 -	 



     


    

 


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


 


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


 


(vi)          the
Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments
to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);


 


(vii)         the
Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice
Date and prior to the Close of Business on the Business Day immediately before such Redemption Date; and


 


(viii)        the
CUSIP number(s), if any, of the Notes.


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent. At the Company’s
written request, the Trustee will give the Redemption Notice in the Company’s name and at its expense, provided that the
Company delivers to the Trustee, at least five Business Days in the case of Physical Notes and two Business Days in the case of
Global Notes prior to the Redemption Notice Date (unless the Trustee agrees to a shorter period), an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this
Section 4.03(F).


 


If the Company elects
to redeem Notes pursuant to this Section 4.03, then it will furnish to the Trustee, an Officer’s Certificate setting
forth the Section of this Indenture pursuant to which the Redemption will occur, the applicable Redemption Date, the principal
amount of Notes to be redeemed and the Redemption Price. If the Registrar is not the Trustee, then the Company will, concurrently
with each Redemption Notice, deliver, or cause the Registrar to deliver, to the Trustee a certificate (upon which the Trustee may
rely exclusively) setting forth the principal amounts of Notes held by each Holder.


 


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


 


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


 


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


 






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


 


(I)           Special
Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03,
and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before
the Close of Business on the forty second (42nd) Scheduled Trading Day (or, if the Company irrevocably elects Physical Settlement
for all conversions with a Conversion Date that occurs on or after the related Redemption Notice Date and before the Related Redemption
Date, the tenth (10th) calendar day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial
interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled
to convert such Note or beneficial interest, as applicable, at any time before the Close of Business on the Business Day immediately
before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this
Section 4.03 and Sections 5.01(C)(iii) and 5.07. The Trustee shall have no obligation to make any
determination in connection with the foregoing.


 


Article 5.             Conversion


 


Section 5.01.     Right
to Convert. 


 


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


 


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


 


(C)          When
Notes May Be Converted.


 


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


 


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


 


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


 


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


 


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


 






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


 


(iii)         Conversion
upon Redemption. If the Company calls all or any Notes for Redemption, then the Holder of any Note called for Redemption may
convert such Note at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or,
if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company
pays such Redemption Price in full). After that time, the right to convert such Notes on account of the Company’s delivery
of the Notice of Redemption will expire.


 


Section 5.02.     Conversion
Procedures. 


 


(A)            Generally.


 


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


 


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


 


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


 


(C)         Holder
of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion of any Note
will be deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such
conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion,
in the case of Combination Settlement.


 






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


 


(E)         Taxes
and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty
due on the issue or delivery of shares of Common Stock upon such conversion; provided, however, that if any tax or
duty is due because such Holder requested such Conversion Shares to be registered in a name other than such Holder’s name,
then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion
Agent may refuse to deliver any such shares to be issued in a name other than that of such Holder.


 


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


 






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Section 5.03.     Settlement
upon Conversion. 


 


(A)            Settlement
Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable
and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, with cash in
lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical
Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash
Settlement”); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in
lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination
Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement
Method”).


 


The Company will have
the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:


 


(i)           if
any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption
of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant
to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that
occurs on or after the related Redemption Notice Date and before the Close of Business on the Business Day immediately before the
related Redemption Date;


 


(ii)         the
Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance
of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different
Conversion Dates);


 


(iii)          if
the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed
to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not
constitute a Default or Event of Default);


 


(iv)         if
the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder
of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to
be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will
not constitute a Default or Event of Default); and


 


(v)           the
Settlement Method will be subject to Section 5.09(A)(2).


 


In addition, the Company
will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee
and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion
Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must
be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject
to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement
Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that
occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made,
will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it
being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).


 






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(B)          Conversion
Consideration.


 


(i)           Generally.
Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration (the
 “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will be
as follows:


 


(1)          if
Physical Settlement applies to such conversion, a number of shares of Common Stock equal to the Conversion Rate in effect on the
Conversion Date for such conversion;


 


(2)          if
Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading
Day in the Observation Period for such conversion; or


 


(3)          if
Combination Settlement applies to such conversion, consideration consisting of (a) a number of shares of Common Stock equal
to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an
amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.


 


(ii)          Cash
in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the
number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole
number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other
consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such
fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a
VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on
the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.


 


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


 






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(iv)         Notice
of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note,
then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the
applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and
the calculation thereof in reasonable detail. None of the Trustee, the Conversion Agent or the Paying Agent will have any duty
to make any such determination.


 


(C)          Delivery
of the Conversion Consideration. Except as set forth in Sections 5.05(C) and 5.09, the Company will pay
or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if
Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after
the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion,
on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion, provided that with
respect to conversions for which Physical Settlement applies and the relevant Conversion Date occurs after the Regular Record Date
immediately preceding the Maturity Date, such settlement will occur on the Maturity Date (or, if the Maturity Date is not a Business
Day, on the next succeeding Business Day).


 


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


 


Section 5.04.     Reserve
and Status of Common Stock Issued upon Conversion. 


 


(A)            Stock Reserve. At all times
when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved shares of Common Stock,
a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming (x) Physical
Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which
the Conversion Rate may be increased pursuant to Section 5.07.


 


(B)          Status
of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued
or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08
need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive
rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction
of the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on
any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts
to cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation
on such system.


 






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Section 5.05.     Adjustments
to the Conversion Rate.  


 


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


 


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


 


 


 


where:


 


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



 


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



 


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



 


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



 


Any adjustment to the Conversion
Rate pursuant to this Section 5.05(A)(i) will become effective as of the time set forth in CR1 above.
If any dividend or distribution of the type described in this Section 5.05(A)(i) is declared, but not so paid,
then the Conversion Rate will be 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 had such dividend or distribution not been declared.


 






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


 


 


 


where:


 


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



 


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



 


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



 


Any adjustment to the Conversion
Rate pursuant to this Section 5.05(A)(ii) will be made successively whenever any such rights, options or warrants
are distributed and will become effective as of the time set forth in CR1 above. To the extent that shares of
Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights,
options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect
had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number of shares of
Common Stock actually delivered upon exercise of such rights, options or warrants. To the extent such rights, options or warrants
are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the Ex-Dividend
Date for the distribution of such rights, options or warrants not occurred.


 






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


 


(iii)         Spin-Offs
and Other Distributed Property.


 


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


 


(u)            dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);


 


(v)            dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);


 


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


 


(x)            Spin-Offs
for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C))
pursuant to Section 5.05(A)(iii)(2);


 


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


 


(z)            a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply,


 






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


 


 


 


where:


 


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



 


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



 


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



 


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



 


Any adjustment to the Conversion
Rate pursuant to this Section 5.05(A)(iii)(1) will become effective as of the time set forth in CR1 above.
However, FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at
the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of
shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received
if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such
Record Date.


 


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


 






    - 50 -


     

    

 


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


 


 


 


where:


 


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



 


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



 


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



 


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



 


Any adjustment to the Conversion
Rate pursuant to this Section 5.05(A)(iii)(2) will become effective as of the time set forth in CR1 above.
Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation
Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off
Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for
such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and
including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date
for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such
Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period
will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off
to, and including, such Conversion Date.


 


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


 






    - 51 -


     

    

 


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


 


 


 


where:


 


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



 


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



 


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



 


		D	=	the cash amount distributed per share of Common Stock in such dividend or distribution.



 


Any adjustment to the Conversion
Rate pursuant to this Section 5.05(A)(iv) will become effective as of the time set forth in CR1 above.
However, if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution,
at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash
that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to
the Conversion Rate in effect on such record date.


 


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


 






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(v)          Tender
Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange
offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under
the Exchange Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration
paid per share of Common Stock in such tender or exchange offer exceeds the average of the Last Reported Sale Prices per share
of Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day immediately
after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender
or exchange offer (as it may be amended) (such period, the “Tender/Exchange Offer Valuation Period”), then the
Conversion Rate will be increased based on the following formula:


 


 


 


where:


 


		CR0	=	the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation
Period for such tender or exchange offer;



 


		CR1	=	the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation
Period;



 


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



 


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



 


		OS1	=	the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding 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 per share of Common Stock over the ten (10) consecutive Trading Day period
Tender/Exchange Offer Valuation Period;



 


provided, however,
that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent
provided in the immediately following paragraph. Any adjustment to the Conversion Rate pursuant to this Section 5.05(A)(v) will
become effective as of the time set forth in CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(v),
(i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement
or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely
for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation
Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after
the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion
Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation
Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion,
such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including,
the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.


 






    - 53 -


     

    




 


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


 


(B)         No
Adjustments in Certain Cases.


 


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


 


(ii)          Certain
Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section 5.07.
Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:


 


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


 


(2)         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
such plan;


 


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


 






    - 54 -


     

    

 


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


 


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


 


(6)         accrued
and unpaid interest on the Notes.


 


(C)          If
an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than
one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the
Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect
immediately upon the earliest of the following: (i) when all such deferred adjustments would result in an aggregate
change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note or any VWAP Trading Day of an Observation Period for any Note; (iii) the date a
Fundamental Change or Make-Whole Fundamental Change occurs; and (iv) January 15, 2026.


 


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


 


(i)          a
Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(ii)         the
Record Date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A) has
occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before any VWAP Trading
Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion
Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;


 


(iii)         the
Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)
or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination
Settlement); and


 


(iv)         such
shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise),


 


then, solely for purposes of such conversion,
the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement)
or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required
to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment
can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such
first date.


 






    - 55 -


     

    

 


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


 


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


 


(ii)          a
Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(iii)        the
Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for
such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related Record
Date;


 


(iv)         the
Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)
or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination
Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and


 


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


 


then (x) in the case of Physical Settlement,
such Conversion Rate adjustment will not be given effect for such conversion and the shares of Common Stock issuable upon such
conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there
will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that
would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled
to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment
relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common
Stock issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate
in such dividend or distribution.


 


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


 






    - 56 -


     

    

 


(G)          Limitation
on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction
or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07
to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common
Stock.


 


(H)          Equitable
Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported
Sale Prices, or any function thereof, over a span of multiple days (including, without limitation, to calculate the Stock Price
or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will, acting in good
faith and a commercially reasonable manner, make proportionate adjustments, if any, to such calculations to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date,
Ex-Dividend Date, effective date or expiration date, as applicable, of such event occurs, at any time during such period or Observation
Period, as applicable.


 


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


 


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


 


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


 


Section 5.06.     Voluntary
Adjustments. 


 


(A)            Generally.
To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required
to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either
(x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of
Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire
shares) of Common Stock or any similar event; (ii) such increase is in effect for a period of at least twenty (20)
Business Days; and (iii) such increase is irrevocable during such period.


 


(B)         Notice
of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A),
then, no later than the first (1st) Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A),
the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the
period during which such increase will be in effect.


 






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Section 5.07.     Adjustments
to the Conversion Rate in Connection with a Make-Whole Fundamental Change.


 


(A)         Generally.
If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make-Whole
Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable to such conversion
will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding
(after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole
Fundamental Change:


 


 


If such Make-Whole Fundamental Change Effective Date
or Stock Price is not set forth in the table above, then:


 


(i)           if
such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between two dates in the table above,
then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares
set forth for the higher and lower Stock Prices in the table above or the earlier and later dates in the table above, based on
a three hundred sixty five (365)- or three hundred sixty six (366)-day year, as applicable; and


 


(ii)          if
the Stock Price is greater than $100.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings
of the table above are adjusted pursuant to Section 5.07(B)), or less than $10.00 (subject to adjustment in the same
manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 100.000
shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at
the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


For the avoidance of
doubt, but subject to Section 4.03(I), (x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental
Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other
Notes; and (y) the Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant
to this Section 5.07 on account of such Redemption Notice.


 






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(B)          Adjustment
of Stock Prices and Additional Shares. The Stock Prices in the first row (i.e., the column headers) of the table set
forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events
for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional
Shares in the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time
and for the same events for which, the Conversion Rate is adjusted pursuant to Section 5.05(A).


 


(C)         Notice
of the Occurrence of a Make-Whole Fundamental Change. If a Make-Whole Fundamental Change occurs pursuant to clause (A) of the definition thereof, then, in no event later
than the Business Day immediately after the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental
Change, the Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the
Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change, briefly
stating the circumstances under which the Conversion Rate will be increased pursuant to this Section 5.07 in
connection with such Make-Whole Fundamental Change. The Company will notify the Holders, the Trustee and the Conversion
Agent of each Make-Whole Fundamental Change occurring pursuant to clause (B) of the definition thereof in accordance with Section
4.03(F).


 


Section 5.08.     Exchange
in Lieu of Conversion.     


 


Notwithstanding anything to the contrary in this Article 5,
and subject to the terms of this Section 5.08, if a Note is submitted for conversion, the Company may elect to arrange
to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such election,
the Company must send written notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before
the Close of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such
election, then:


 


(A)         no
later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent
to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including
wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver the Conversion
Consideration (or such other amount agreed to by such converting Holder and such financial institution) (such consideration, collectively,
the “Exchange Consideration”) in the manner and at the time the Company would have had to deliver the same pursuant
to this Article 5;


 


(B)         if
such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly
after wiring the cash Exchange Consideration, if any, and delivering any other Exchange Consideration, due upon such conversion
to the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s
custodian with the Depositary to confirm receipt of the same; and


 


(C)         such
Note will not cease to be outstanding by reason of such exchange in lieu of conversion;


 


provided, however, that if
such financial institution does not accept such Note or fails to timely deliver such Exchange Consideration, then the Company will
be responsible for delivering the Conversion Consideration otherwise due upon conversion in the manner and at the time provided
in this Article 5 as if the Company had not elected to make an exchange in lieu of conversion. The Conversion Agent
will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election
and will have no liability in respect of such exchange election.


 






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Section 5.09.     Effect
of Common Stock Change Event. 


 


(A)          Generally.
If there occurs any:


 


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


 


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


 


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


 


(iv)         other
similar event,


 


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


 


(1)          from
and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any
Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5
(or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes
of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions)
will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definition
of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common
equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming
part of such Reference Property;


 


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


 






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


 


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


 


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


 


(B)         Notice
of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and
the Conversion Agent no later than the second (2nd) Business Day after the effective date of such Common Stock Change Event.


 


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


 


Article 6.         Successors


 


Section 6.01.         When
the Company May Merge, Etc.


 


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


 






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(i)            the
resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the
 “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective
time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s
obligations under this Indenture and the Notes; and


 


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


 


(B)         Delivery
of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination
Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such
Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and
(ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.


 


Section 6.02.       
Successor Corporation Substituted.


 


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


 


Article 7.        Defaults
and Remedies


 


Section 7.01.        
Events of Default.


 


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


 


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


 


(ii)           a
default for thirty (30) consecutive days in the payment when due of interest on any Note;


 


(iii)          the
Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice of Make-Whole Fundamental
Change pursuant to Section 5.07(C), if such failure is not cured within five (5) Business Days after its occurrence;


 


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


 






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(v)          a
default in the Company’s obligations under Article 6 or in any Guarantor’s obligations under Section 9.04;


 


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


 


(vii)        a
default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under
which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least one hundred
million dollars ($100,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries,
whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:


 


(1)            constitutes
a failure to pay the principal of such indebtedness when due and payable at its stated maturity, upon required repurchase, upon
declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or


 


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


 


in each case where such default
is not cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by
Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding;


 


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


 


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


 


(1)          commences
a voluntary case or proceeding;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(B)         Cause
Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless
of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body.


 


Section 7.02.         Acceleration. 


 


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


 


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


 


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


 






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Section 7.03.         Sole
Remedy for a Failure to Report.


 


(A)        Generally.
Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any
Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising
from the Company’s failure to comply with Section 3.02 will, for each of the first one hundred and eighty
(180) calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual
of Special Interest on the Notes. If the Company has made such an election, then (i) the Notes will be subject to
acceleration pursuant to Section 7.02 on account of the relevant Reporting Event of Default from, and including,
the one hundred and eighty first (181st) calendar day on which a Reporting Event of Default has occurred and is continuing or
if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to
accrue on any Notes from, and including, such one hundred and eighty first (181st) calendar day (it being understood that
interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(C)).


 


(B)         Amount
and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest
accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided,
however, that in no event will Special Interest, together with any Additional Interest pursuant to the Registration Rights
Agreement, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance
of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and,
subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on such Note.


 


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


 


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


 






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


 


Section 7.04.         Other
Remedies. 


 


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


 


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


 


Section 7.05.         Waiver
of Past Defaults. 


 


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


 


Section 7.06.         Control
by Majority. 


 


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


 


Section 7.07.         Limitation
on Suits.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.09.        Collection
Suit by Trustee. 


 


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


 






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Section 7.10.        Trustee
May File Proofs of Claim. 


 


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


 


Section 7.11.        Priorities. 


 


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


 


First:                    to
the Trustee, each Note Agent and each of their agents and attorneys for amounts due under Section 11.06, including
payment of all fees, compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Note Agents
and the costs and expenses of collection;


 


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


 


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


 


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


 






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Section 7.12.        Undertaking
for Costs.


 


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


 


Article 8.           Amendments,
Supplements and Waivers


 


Section 8.01.        Without
the Consent of Holders. 


 


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


 


(A)         cure
any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes, as set forth in an Officer’s
Certificate;


 


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


 


(C)         secure
the Notes or any Guarantee;


 


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


 


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


 


(F)          enter
into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change
Event;


 


(G)          irrevocably elect
or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect
any Settlement Method therefore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A);


 


(H)         evidence
or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;


 


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


 


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


 


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


 






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Section 8.02.        With
the Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 8.03.         Notice
of Amendments, Supplements and Waivers. 


 


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


 


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


 


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


 


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


 


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


 


(D)        Effectiveness
and Binding Effect. Each amendment, supplement or waiver pursuant to this Section 8.04 will become effective in
accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind
every Holder of such Note (or such portion).


 






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Section 8.05.         Notations
and Exchanges. 


 


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


 


Section 8.06.         Trustee
to Execute Supplemental Indentures.


 


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


 


Article 9.           Guarantees


 


Section 9.01.        
Guarantees.


 


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


 


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


 


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


 






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


 


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


 


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


 


(D)        Subrogation.
Each Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation to the Holders or in
respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full of, all Guaranteed
Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 7, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations; and (ii) if
any Guaranteed Obligations are accelerated pursuant to Article 7, then such Guaranteed Obligations will, whether or
not due and payable, immediately become due and payable by the Guarantors. Each Guarantor will have the right to seek contribution
from any non-paying Guarantor, but only if the exercise of such right does not impair the rights of the Holders under any Guarantee.


 






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Section 9.02.         Limitation
on Guarantor Liability. 


 


Each Guarantor, and, by its acceptance of any Note, each Holder, confirms that each
Guarantor and the Holders intend that the Guarantee of each Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal
or state law to the extent applicable to any Guarantee. Each of the Trustee, the Holders and each Guarantor irrevocably
agrees that the obligations of each Guarantor under its Guarantee will be limited to the maximum amount that will, after
giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 9.03.         Execution
and Delivery of Guarantee. 


 


The execution by each Guarantor of this Indenture (by an amended or supplemental
indenture pursuant to Section 8.01(B)) evidences the Guarantee of such Guarantor, and the delivery of any Note by
the Trustee after its authentication constitutes due delivery of each Guarantee on behalf of each Guarantor. A
Guarantee’s validity will not be affected by the failure of any officer of a Guarantor executing this Indenture or any
such amended or supplemental indenture on such Guarantor’s behalf to hold, at the time any Note is authenticated, the
same or any other office at each Guarantor, and each Guarantee will be valid and enforceable even if no notation, certificate
or other instrument is set upon or attached to, or otherwise executed and delivered to the Holder of, any Note.


 


Section 9.04.         When
Guarantors May Merge, etc.


 


(A)        Generally.
No Guarantor will consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series
of transactions, all or substantially all of the assets of such Guarantor and its Subsidiaries, taken as a whole, to another Person
(other than the Company or another Guarantor) (a “Guarantor Business Combination Event”), unless the resulting,
surviving or transferee Person is such Guarantor or, if not such Guarantor, expressly assumes (by executing and delivering to the
Trustee, at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture) all of such Guarantor’s
obligations under this Indenture and the Notes; provided that (a) such surviving Guarantor shall be incorporated or
organized under the laws of the United States of America, any State thereof or the District of Columbia and (b) no Default
or Event of Default shall exist, or would result from such Guarantor Business Combination Event.


 


Notwithstanding the
foregoing, any Guarantor may merge, consolidate, amalgamate or wind up with or into or transfer all or part of its properties
and assets to the Company without regard to the requirements set forth in this Section 9.04(A).


 






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(B)         Delivery
of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor Business Combination
Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such
Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) complies with Section 9.04(A);
and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.


 


(C)         Successor
Corporation Substituted. At the effective time of any Guarantor Business Combination Event that complies with Section 9.04(A) and
Section 9.04(B), the Successor Guarantor Corporation (if not the applicable Guarantor) will succeed to, and may exercise
every right and power of, such Guarantor under this Indenture and the Notes with the same effect as if such Successor Guarantor
Corporation had been named as a Guarantor in this Indenture and the Notes, and, except in the case of a lease, the predecessor
Guarantor will be discharged from its obligations under this Indenture and the Notes.


 


Section 9.05.         Future
Guarantors.


 


The Company shall
cause Polaris Intermediate Corp. to become a Guarantor under the Indenture reasonably promptly after the Issue Date by means of
a supplemental indenture in the form attached hereto as Exhibit C (the “Polaris Intermediate Guarantee”),
upon satisfaction of the following conditions:


 


		(1)	the Company shall have received, in the aggregate, $1,267,500,000 from the Initial Purchasers (the
 “Aggregate Purchase Price”) as payment in full for the issuance of the Notes on the Issue Date;



 


		(2)	the Mergers shall have been consummated pursuant to the Merger Agreement; and



 


		(3)	(i) the Company’s 8.500% / 9.250% Senior PIK Toggle Notes due 2022 (the “2022
Notes”) shall have been redeemed in full pursuant to the terms of the indenture governing the 2022 Notes (the “2022
Notes Indenture”) and/or (ii) the 2022 Notes Indenture is satisfied and discharged in full.



 


For the avoidance of
doubt, Polaris Intermediate Corp. shall not be obligated to execute a supplemental indenture and enter into the Polaris Intermediate
Guarantee unless the Initial Purchasers pay the Company the Aggregate Purchase Price on the Issue Date.


 






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Section 9.06.        Applicable
of Certain Provisions of the Guarantors. 


 


(A)        Officer’s
Certificates and Opinions of Counsel. Upon any request or application by any Guarantor to the Trustee to take any action
under this Indenture, the Trustee will be entitled to receive an Officer’s Certificate and an Opinion of Counsel
pursuant to Section 12.02 with the same effect as if each reference to the Company in Section 12.02
or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel”
were instead a reference to such Guarantor; provided, however, that no such Officer’s Certificate or
Opinion of Counsel shall be necessary or provided in connection with entry into the Polaris Intermediate
Guarantee.


 


(B)         Company
Order. A Company Order may be given by any Guarantor with the same effect as if each reference to the Company in the definitions
of “Company Order” or “Officer” were instead a reference to such Guarantor.


 


(C)   
      Notices and Demands. Any notice or demand that this
Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to any
Guarantor.


 


Section 9.07.        Release
of Guarantees.


 


Any Guarantee by a
Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company
or the Trustee is required for the release of such Guarantor’s Guarantee, upon:


 


(A)(i) any
sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of
all or substantially all of the assets of such Guarantor, in each case, if such sale, exchange, transfer or other disposition
is not prohibited by the applicable provisions of this Indenture and, unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s
obligations in accordance with Section 9.04;


 


(ii) the
merger, consolidation or amalgamation of any Guarantor with and into the Company, or upon the liquidation of a Guarantor following
the transfer of all of its assets to the Company; or


 


(iii) the
merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the
surviving Person , if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture
and such Subsidiary expressly assumes such Guarantor's obligations in accordance with Section 9.04; and


 


(B) the Company
and such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with.


 






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Article 10.         Satisfaction
and Discharge


 


Section 10.01.      Termination
of Company’s Obligations.


 


This Indenture will be discharged, and will cease to be of further effect as to
all Notes issued under this Indenture, when:


 


(A)         all
Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the
Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 


(B)         the
Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Holder), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders,
cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property
due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);


 


(C)          the
Company has paid all other amounts payable by it under this Indenture; and


 


(D)          the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions
precedent to the discharge of this Indenture have been satisfied;


 


provided, however, that Section 11.06
and Section 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and
the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with
them will survive such discharge.


 


At the Company’s
request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.


 


Section 10.02.      Repayment
to Company. 


 


Subject to applicable unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent
will promptly notify the Company if there exists (and, at the Company’s request, promptly deliver to the Company) any
cash, Conversion Consideration or other property held by any of them for payment or delivery on the Notes that remain
unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the Company,
the Trustee, the Paying Agent and the Conversion Agent will have no further liability to any Holder with respect to such
cash, Conversion Consideration or other property, and Holders entitled to the payment or delivery of such cash, Conversion
Consideration or other property must look to the Company for payment as a general creditor of the Company.


 






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Section 10.03.       Reinstatement.


 


If
the Trustee, the Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it
pursuant to Section 10.01 because of any legal proceeding or any order or judgment of any court or other
governmental authority that enjoins, restrains or otherwise prohibits such application, then the discharge of this Indenture
pursuant to Section 10.01 will be rescinded; provided, however, that if the Company thereafter pays
or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will be subrogated to the
rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee,
the Paying Agent or the Conversion Agent, as applicable.


 


Article 11.         Trustee


 


Section 11.01.      Duties
of the Trustee. 


 


(A)        If
an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has written notice or actual
knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs; provided that the Trustee will be under no obligation to exercise any of the rights or
powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered, and if
requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that
might be incurred by it in compliance with such request or direction.


 


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


 


(i)           the
duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read
into this Indenture against the Trustee; and


 


(ii)           in
the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided
to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine such Officer’s Certificates
and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein).


 


(C)         The
Trustee may not be relieved from liabilities for its gross negligence or willful misconduct, except that:


 


(i)            this
paragraph will not limit the effect of Section 11.01(B);


 


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


 


(iii)          the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 7.06; and


 






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(iv)          no
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance
of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to
believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.


 


(D)         Each
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of
this Section 11.01, regardless of whether such provision so expressly provides.


 


(E)          No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance
of any of its duties or in the exercise of any of its rights or powers.


 


(F)          The
Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.


 


(G)         Whether
or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
protection to, the Trustee will be subject to the provisions of this Section 11.01.


 


(H)          The
Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters
relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to
the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes.


 


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


 


(J)         
   Under no circumstances will the Trustee be liable in its individual capacity for
the obligations evidenced by the Notes.


 


Section 11.02.      Rights
of the Trustee. 


 


(A)       The Trustee may
conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the
Trustee need not investigate any fact or matter stated in such document.


 


(B)        Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full
and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.


 






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(C)        The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent
appointed with due care.


 


(D)        The
Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within
the rights or powers vested in it by this Indenture.


 


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


 


(F)         The
Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless
such Holder has offered, and, if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any
loss, liability or expense that it may incur in complying with such request or direction.


 


(G)        The
Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including
lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)        The
Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness
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 the Trustee will incur no liability or additional liability of any kind by reason of such inquiry
or investigation.


 


(I)         The
Trustee will not be deemed to have notice of any Default or Event of Default unless written notice of any event that is a Default
or Event of Default is received by a Responsible Officer of the Trustee at the corporate trust office of the Trustee specified
in Section 12.01, and such notice references the Notes and this Indenture and states that it is a “Notice of Default”.


 


(J)         The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended
to, and will be enforceable by, the Trustee in each of its capacities under this Indenture.


 


(K)        The
Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


(L)         The
permissive rights of the Trustee enumerated herein will not be construed as duties.


 


(M)        The
Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.


 


(N)         Neither
the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.


 



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(O)           Notwithstanding
anything to the contrary in this Indenture, the Trustee will have no duty to know or inquire as to the performance or nonperformance
of any provision of any agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge
of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided
to the Trustee, including without limitation, the Registration Rights Agreement.


 


Section 11.03.
Individual Rights of the Trustee. 


 


The Trustee, in its individual or any other capacity, may become the owner or
pledgee of any Note and may otherwise deal with the Company or any of its Affiliates with the same rights that it would have
if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting interest”
(within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within
ninety (90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the trustee under this Section 11.03.


 


Section 11.04.
Trustee’s Disclaimer.


 


The Trustee will not be (A) responsible for, and makes no representation as to,
the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s use of the proceeds
from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture;
(C) responsible for the use or application of any money received by any Paying Agent other than the Trustee; and
(D) responsible for any statement or recital in this Indenture, the Notes or any other document relating to the sale of
the Notes or this Indenture, other than the Trustee’s certificate of authentication.


 


Section 11.05.
Notice of Defaults. 


 


If a Default or Event of Default occurs and is continuing of which a Responsible Officer of
the Trustee has received written notice, then the Trustee will send Holders a notice of such Default or Event of Default
within ninety (90) days after receipt of such notice; provided, however, that, except in the case of a Default
or Event of Default in the payment of the principal of, or interest on, any Note, or a Default in the payment or delivery of
the Conversion Consideration, the Trustee may withhold such notice if and for so long as it in good faith determines that
withholding such notice is in the interests of the Holders.


 


Section 11.06.
Compensation and Indemnity.


 


(A)           The
Company will, from time to time, pay the Trustee and the Note Agents compensation for its acceptance of this Indenture and
services under this Indenture and the Notes as the Company and the Trustee shall from time to time agree in writing. The
Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to
the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 






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(B)           The
Company and the Guarantors, jointly and severally, will indemnify the Trustee (in each of its capacities) and its directors, officers,
employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against
the Company or the Guarantors (including this Section 11.06 and the provisions of Article 9) and defending itself
against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may
be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable order of a court of competent
jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s
failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except
to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate
in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses
available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel,
and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel
to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such
claim made without its consent, which consent will not be unreasonably withheld.


 


(C)           The
obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the
discharge of this Indenture.


 


(D)           To
secure the Company’s payment obligations in this Section 11.06, the Trustee will have a lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular
Notes, which lien will survive the discharge of this Indenture.


 


(E)            If
the Trustee incurs expenses or renders services after an Event of Default pursuant to clauses (ix) or (x) of
Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section 11.07.
Replacement of the Trustee.


 


(A)            Notwithstanding
anything to the contrary in this Section 11.07, a resignation or removal of the Trustee, and the appointment of a
successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in
this Section 11.07.


 


(B)            The
Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders
of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:


 


(i)            the
Trustee fails to comply with Section 11.09;


 


(ii)           the
Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(iii)           a
custodian or public officer takes charge of the Trustee or its property; or


 


(iv)          the
Trustee becomes incapable of acting.


 






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(C)           If
the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will
promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office,
the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace
such successor Trustee appointed by the Company.


 


(D)           If
a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring
Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may
petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(E)            If
the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 11.09,
then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(F)            A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice
the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring
Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee
to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 11.06(D).


 


Section 11.08.
Successor Trustee by Merger, Etc. 


 


If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, then such corporation will become the successor
Trustee without any further act.


 


Section 11.09.
Eligibility; Disqualification. 


 


There will at all times be a Trustee under this Indenture that is a corporation
organized and doing business under the laws of the United States of America or of any state thereof, that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual
report of condition.


 


Article 12.     Miscellaneous


 


Section 12.01.
Notices. 


 


Any notice or communication by the Company or any Guarantor or the Trustee to the other will be deemed to
have been duly given if in writing in English and delivered in person or by first class mail (registered or certified, return
receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic
communication or overnight air courier guaranteeing next day delivery, to the other’s address, which initially is as
follows:


 


If to the Company or
any Guarantor:


 


c/o MultiPlan, Inc.


115 Fifth Avenue 


New York, New York 10003


Attention: Chief Financial Officer


Email: [ ]


 


with a copy (which will not constitute
notice) to:


 


Simpson Thacher & Bartlett
LLP


2475 Hanover Street


Palo Alto, California 94304


Attention: William Brentani


Email: [ ]


 


If to the Trustee:


 


Wilmington Trust, National Association


Global Capital Markets


50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402


Fax No.: [ ]


 


Attention: Churchill Capital Corp
III/MultiPlan Administrator


 


The Company, any Guarantor
or the Trustee, by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic
addresses) for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally
delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt
acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic communication;
and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery; provided that any notice to the Trustee or any Note Agent shall be deemed given upon actual receipt by the Trustee
or such Note Agent.


 


All notices or communications
required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given
in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery, to its address shown on the Register; provided, however, that a notice or communication to a Holder
of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed
to be duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or
communication, will not affect its sufficiency with respect to any other Holder.


 


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


 






    - 84 -


     


    

 


Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication
(including any Redemption Notice or Fundamental Change Repurchase Notice) to a holder of a Global Note (whether by mail or otherwise),
such notice will be sufficiently given if given to the Depositary (or its designee) pursuant to the Depositary Procedures, including
by electronic mail in accordance with the Depositary Procedures.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or
not the addressee receives it.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice
to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities;
and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each
receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.


 


Section 12.02.
Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of
Notes under this Indenture), the Company will furnish to the Trustee:


 


(A)           an
Officer’s Certificate in form reasonably satisfactory to the Trustee that complies with Section 12.03 and states
that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating
to such action have been satisfied; and


 


(B)           an
Opinion of Counsel in form reasonably satisfactory to the Trustee that complies with Section 12.03 and states that,
in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.


 


Section 12.03.
Statements Required in Officer’s Certificate and Opinion of Counsel. 


 


Each Officer’s Certificate (other
than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture will include:


 


(A)           a
statement that the signatory thereto has read such covenant or condition;


 


(B)           a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
therein are based;


 


(C)           a
statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to enable
him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 






    - 85 -


     


    

 


(D)           a
statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.


 


Section 12.04.
Rules by the Trustee, the Registrar and the Paying Agent. 


 


The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section 12.05.
No Personal Liability of Directors, Officers, Employees and Stockholders. 


 


No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or any Guarantor under this Indenture or the Notes or the Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all
such liability. Such waiver and release are part of the consideration for the issuance of the Notes.


 


Section 12.06.
Governing Law; Waiver of Jury Trial. 


 


THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEES OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR, THE TRUSTEE AND EACH HOLDER (BY ITS
ACCEPTANCE OF ANY NOTE) 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, THE GUARANTEES OR THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE, THE NOTES OR THE GUARANTEES.


 


Section 12.07.
Submission to Jurisdiction. 


 


Any legal suit, action or proceeding arising out of or based upon this Indenture or
the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America
located in the City of New York or the courts of the State of New York, in each case located in the City of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by
mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 12.01
will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company,
each Guarantor, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any
objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an
inconvenient forum.


 






    - 86 -


     


    

 


Section 12.08.
No Adverse Interpretation of Other Agreements. 


 


Neither this Indenture nor the Notes may be used to interpret any
other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person, and no such
indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.


 


Section 12.09.
Successors. 


 


All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements
of the Trustee in this Indenture will bind its successors.


 


Section 12.10.
Force Majeure. 


 


The Trustee and each Note Agent will not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its
control (including any act or provision of any present or future law or regulation or governmental authority, act of God or
war, civil unrest, local or national disturbance or disaster, epidemic, pandemic, act of terrorism or unavailability of the
Federal Reserve Bank wire or facsimile or other wire or communication facility).


 


Section 12.11.
U.S.A. PATRIOT Act. 


 


The Company acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act,
the Trustee, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is
required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship
or opens an account with the Trustee. The Company agrees to provide the Trustee with such information as it may request to
enable the Trustee to comply with the U.S.A. PATRIOT Act.


 


Section 12.12.
Calculations. 


 


Except as
otherwise provided in this Indenture, the Company will be responsible for making all calculations called for under this
Indenture or the Notes, including determinations of the Last Reported Sale Price, Daily VWAP, the Stock Price, the Daily
Conversion Value, the Daily Cash Amount, the Daily Share Amount, accrued interest on the Notes, Additional Interest, Special
Interest, AHYDO Catch-Up Payment and the Conversion Rate (including any adjustments to the Conversion Rate).


 


The Company will make
all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company
will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Company will
promptly forward a copy of each such schedule to a Holder upon its written request therefor, at the cost and expense of the Company.


 


For the avoidance of
doubt, neither the Trustee nor the Conversion Agent will have any responsibility to make any calculations under this Indenture,
nor will the Trustee or the Conversion Agent be charged with knowledge of or have any duties to monitor the Last Reported Sale
Price. The Trustee and the Conversion Agent may rely conclusively on the calculations and information provided to them by the Company
as to the Last Reported Sale Price and the Conversion Rate.


 






    - 87 -


     


    

 


Section 12.13.
Severability. 


 


If any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the
validity, legality and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be
affected or impaired thereby.


 


Section 12.14.
Counterparts. 


 


The parties may sign any number of copies of this Indenture. Each signed copy will be an original,
and all of them together represent the same agreement. Delivery of an executed counterpart of this Indenture by facsimile,
electronically in portable document format or in any other format will be effective as delivery of a manually executed
counterpart. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission (including any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) will constitute effective
execution and delivery of this Indenture as to the other parties hereto will be deemed to be their original signatures for
all purposes.


 


Section 12.15.
Table of Contents, Headings, Etc. 


 


The table of contents and the headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in
no way modify or restrict any of the terms or provisions of this Indenture.


 


Section 12.16.
Withholding Taxes. 


 


Each Holder of a Note agrees, and each beneficial owner of an interest in a Global Note, by its
acquisition of such interest, is deemed to agree, that if the Company or other applicable withholding agent pays withholding
taxes or backup withholding on behalf of such Holder or beneficial owner as a result of an adjustment to or the
non-occurrence of an adjustment to the Conversion Rate, then the Company or such withholding agent, as applicable, may, at
its option, withhold from or set off such payments against payments of cash or the delivery of other Conversion Consideration
on such Note, any payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the
beneficial owner of such Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Pages Follow]


 






    - 88 -


     


    

 


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


 


		CHURCHILL CAPITAL CORP III, AS ISSUER
	 	 	 
	 	By:	/s/ Jay Taragin
	 	 	Name: Jay Taragin
	 	 	Title: Chief Financial Officer



 





		WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
	 	 	 
	 	By:	/s/ Barry D. Somrock
	 	 	Name: Barry D. Somrock
	 	 	Title: Vice President


 


[Signature
Page to Indenture]


 






     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


Churchill Capital Corp III


 


6.00% / 7.00% Convertible Senior PIK
Toggle Notes due 2027


 


	CUSIP No.:	[●][Insert
for a “restricted” CUSIP number: 1]	Certificate
No. [___]
	ISIN No.:	[●][Insert
for a “restricted” ISIN number: 7]     	 



 


Churchill Capital Corp
III, a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal
sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]2
on October 15, 2027 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all
accrued and unpaid interest are paid or duly provided for.


 





	Interest Payment
Dates:	April 15 and October 15 of each year, commencing on April 15, 2021.	
	Regular Record
Dates:	April 1 and October 1.  	 


 


Additional provisions
of this Note are set forth on the other side of this Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 





 






1 This Note will be deemed to be identified by CUSIP
No. 17144CAA2 and ISIN No. US17144CAA27 from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned
Indenture, and subject to the Depositary Procedures, written notice to the Trustee of the deemed removal of the Restricted Note
Legend affixed to this Note.


 


2 Insert bracketed language for Global Notes only.


 






    1


     


    




 


IN WITNESS WHEREOF,
Churchill Capital Corp III has caused this instrument to be duly executed as of the date set forth below.


 


		 	CHURCHILL CAPITAL CORP III
	 	 	 
	Date:	 	 	By:	 
	 	 	Name:
	 	 	Title:



 






    2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Wilmington Trust, National Association,
as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:	 	 	By:	 
	 	 	 	 	Authorized Signatory



 






    3


     


    

 


Churchill Capital Corp III


 


6.00% / 7.00% Convertible Senior PIK
Toggle Notes due 2027


 


This Note is one of
a duly authorized issue of notes of Churchill Capital Corp III, a Delaware corporation (the “Company”), designated
as its 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”), all issued or to be issued
pursuant to an indenture, dated as of October 8, 2020 (as the same may be amended from time to time, the “Indenture”),
between the Company, the Guarantor that will become party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.


 


The Indenture sets
forth the rights and obligations of the Company, the Guarantors, the Trustee and the Holders and the terms of the Notes. Notwithstanding
anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture,
the provisions of the Indenture will control.


 


1.            Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on
this Note will begin to accrue from, and including, October 8, 2020.


 


In the event that the
Company shall elect to pay PIK Interest (including Partial PIK Interest) for any Interest Period, then the Company shall deliver
a PIK Notice to the Trustee and the Holders not less than three (3) Business Days prior to the Interest Payment Date of the
relevant Interest Period, which notice shall state the total amount of interest to be paid on the Interest Payment Date in respect
of such Interest Period and the amount of such interest to be paid as PIK Interest or Partial PIK Interest, as the case may be.
For the avoidance of doubt, interest on the Notes in respect of any Interest Period for which a PIK Notice is not delivered in
accordance with the first sentence of this paragraph must be paid entirely in cash.


 


2.            Maturity.
This Note will mature on October 15, 2027, unless earlier repurchased or converted.


 


3.            Method
of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.05(a) of the Indenture.
PIK Interest and Partial PIK Interest will be paid in the manner set forth in Section 2.05(b) of the Indenture.


 


4.            Persons
Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.            Denominations;
Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized
Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting
it to the Registrar and delivering any required documentation or other materials.


 






    4


     


    

 


6.            Right
of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs, then each
Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized
Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.


 


7.            Right
of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and
subject to the terms, set forth in Section 4.03 of the Indenture.


 


8.            Conversion.
The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the terms, set forth
in Article 5 of the Indenture.


 


9.            When
the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability
to be a party to a Business Combination Event.


 


10.          Defaults
and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, all of the
Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject
to the terms, set forth in Article 7 of the Indenture.


 


11.          Amendments,
Supplements and Waivers. The Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes or
waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Article 8
of the Indenture.


 


12.          No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company
or any Guarantor under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or
their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of
the consideration for the issuance of the Notes.


 


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


 


14.          Abbreviations.
Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants
by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A
(Uniform Gift to Minors Act).


 


15.          Governing
Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






    5


     


    

 


* * *


 


To request a copy of
the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:


 


c/o MultiPlan, Inc.


115 Fifth Avenue


New York, NY 10003


Attention: Chief Financial Officer


 






    6


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE3


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL
NOTE: $[●]


 


The following exchanges, transfers or cancellations
of this Global Note have been made:


 


	Date	 	Amount of Increase

                           (Decrease) in

                           Principal Amount of

                           this Global Note
	 	Principal Amount of

                           this Global Note

                           After Such Increase

                           (Decrease)
	 	Signature of

                           Authorized

                           Signatory of Trustee

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 





 






3 Insert for Global Notes only.


 



    7


     


    




 


CONVERSION NOTICE


 


Churchill Capital Corp III


 


6.00% / 7.00% Convertible Senior PIK Toggle
Notes due 2027


 


Subject to the terms of the Indenture,
by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to
convert (check one):


 


		 ̈	the entire principal amount of



 


		 ̈	$               4 aggregate
principal amount of



 


the Note identified by CUSIP No.         
and Certificate No.         .


 


The undersigned acknowledges that if the
Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such Note,
when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that
would have accrued on such Note to, but excluding, such Interest Payment Date.


 


	Date:	 	 	 	 
	 	 	 	 	(Legal Name of Holder)



 


		By:	 
	 	 	Name:
	 	 	Title:
	 	 	                       
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory



 


 


 









4 Must be an Authorized Denomination.





 






    8


     


    

 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


Churchill Capital Corp III


 


6.00% / 7.00% Convertible Senior PIK Toggle
Notes due 2027


 


Subject to the terms of the Indenture,
by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising
its Fundamental Change Repurchase Right with respect to (check one):


 


		 ̈	the entire principal amount of



 


		 ̈	$              5 aggregate
principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that this
Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be
paid.


 





	Date:	 	 	 	 
	 	 	 	 	(Legal Name of Holder)


 


		By:	 
	 	 	Name:
	 	 	Title:
	 	 	                       
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory





 





 






5 Must be an Authorized Denomination.


 






    9


     


    

 


ASSIGNMENT FORM


 


Churchill Capital Corp III


 


6.00% / 7.00% Convertible Senior PIK Toggle
Notes due 2027


 


Subject to the terms of the Indenture,
the undersigned Holder of the within Note assigns to:


 


		Name:		 



 


		Address:	 	 



 


		Social security or 

                                                   tax identification

                                                   number:
	 	 



 


the within Note and all rights thereunder
irrevocably appoints:


 


as agent to transfer the within Note on
the books of the Company. The agent may substitute another to act for him/her.


 





	Date:	 	 	 	 
	 	 	 	 	(Legal Name of Holder)


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    10


     


    




 


TRANSFEROR ACKNOWLEDGEMENT


 


If the within Note bears a Restricted Note
Legend, the undersigned further certifies that (check one):


 


		1.	 ̈Such Transfer is being made to the
Company or a Subsidiary of the Company.



 


		2.	 ̈Such Transfer is being made pursuant
to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer.



 


		3.	 ̈Such Transfer is being made pursuant
to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that
the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its
own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person
and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete
and execute the acknowledgment contained on the next page.



 


		4.	 ̈Such Transfer is being made pursuant
to, and in accordance with, any other available exemption from the registration requirements of the Securities Act (including,
if available, the exemption provided by Rule 144 under the Securities Act).



 


	Date:	 	 
	 	 	 
	 	 	 
	 	(Legal Name of Holder)	 



 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Signature Guaranteed:	 
	 	 	 
	 	Participant in a Recognized Signature	 
	 	Guarantee Medallion Program	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 



 



    11


     


    




 


TRANSFEREE ACKNOWLEDGEMENT


 


The undersigned represents that it is purchasing
the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment
discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning
of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within
Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided
by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A.


 





	Date:	 	 
	 	 	 
	 	 	 
	 	(Name of Transferee)	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 









 



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First


 


EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


THE OFFER AND SALE OF THIS NOTE AND THE
SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD 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 THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;



 


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



 


		(D)	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR



 


		(E)	PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.



 


BEFORE THE REGISTRATION OF ANY SALE OR
TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE
THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.6


 





 






		6	This paragraph and the immediately preceding paragraph
will be deemed to be removed from the face of this Note at such time when the Company delivers written notice to the Trustee of
such deemed removal pursuant to Section 2.12 of the within-mentioned Indenture and compliance with the Applicable Procedures.



 






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Second


 


EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“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 HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2
OF THE INDENTURE HEREINAFTER REFERRED TO.


 






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EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


[__________] Supplemental Indenture (this
 “Supplemental Indenture”), dated as of __________ among Churchill Capital Corp III, a Delaware corporation (the
 “Company”), __________ (the “Guaranteeing Subsidiary”), a subsidiary of the Company, and
Wilmington Trust, National Association, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture (as amended, modified or supplemented from time to time, the “Indenture”),
dated as of October 8, 2020, providing for the issuance of an unlimited aggregate principal amount of 6.00% / 7.00% Senior
Convertible PIK Toggle Notes due 2027 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary may execute and deliver to the Trustee a supplemental indenture pursuant to which
the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture
on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to Section 8.01(b) of
the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:


 


(1)           Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(2)           Agreement
to Guarantee. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms
of the Indenture applicable to Guarantors, including Article 9 thereof.


 


(3)           Execution
and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Notes.


 


(4)           Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 






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(5)           Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile
or PDF transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. Signatures of the parties hereto
transmitted by facsimile, PDF or other electronic transmission (including any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) will constitute effective execution and delivery of this Supplemental Indenture as to
the other parties hereto will be deemed to be their original signatures for all purposes.


 


(6)           Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(7)           The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary.


 


(8)           Ratification
of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


(9)           Representations
and Warranties by Guaranteeing Subsidiary. The Guaranteeing Subsidiary hereby represents and warrants to the Trustee that this
Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms and the terms of the Indenture.


 


[Signature pages follow]


 






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


 


		CHURCHILL CAPITAL CORP III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[GUARANTEEING SUBSIDIARY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature
page to the Supplemental Indenture]